REGIONS FINANCIAL CORP, S-4, 1994-06-22

REGIONS FINANCIAL CORP
S-4, 1994-06-22
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
As filed with the Securities and Exchange Commission on June __, 1994
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
--------------------
REGIONS FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
--------------------

<TABLE>
<S> <C> <C>
DELAWARE 6711 63-0589368
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

417 NORTH 20TH STREET
BIRMINGHAM, AL 35203
(205) 326-7060
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------------
VIRGINIA L. MARTIN
LEGAL OFFICER
417 NORTH 20TH STREET
BIRMINGHAM, AL 35203
(205) 326-7060
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
--------------------
COPIES TO:
<TABLE>
<S> <C> <C>
CHARLES C. PINCKNEY FRANK M. CONNER III PAUL M. HAYGOOD
LANGE, SIMPSON, ROBINSON & SOMERVILLE ALSTON & BIRD STONE, PIGMAN, WALTHER,
417 NORTH 20TH STREET, SUITE 1700 700 THIRTEENTH STREET, WITTMAN & HUTCHINSON
BIRMINGHAM, AL 35203 SUITE 350 546 CARONDELET STREET
(205) 250-5000 WASHINGTON, D.C. 20006 NEW ORLEANS, LA 70130
(202) 508-3300 (504) 581-3200
</TABLE>
--------------------
Approximate date of commencement of proposed sale of securities to the
public: as soon as practicable after this registration statement becomes
effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT* OFFERING PRICE* REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 999,858 $15.63422 $15,632,000 $5390.00
===================================================================================================================================
</TABLE>
*Calculated in accordance with Rule 457(f).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A),
SHALL DETERMINE.
===============================================================================
<PAGE> 2
REGIONS FINANCIAL CORPORATION

CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
CAPTION OR LOCATION IN
FORM S-4 ITEM PROXY STATEMENT/PROSPECTUS
- ---------------------------------------------------------------- ------------------------------------------
<S> <C>
1. Forepart of registration statement and outside front
cover page of prospectus.............................. Outside Front Cover of Proxy
Statement/Prospectus; Facing Page of
Registration Statement; Cross-Reference
Sheet.
2. Inside front and outside back cover of prospectus..... Available Information; Documents
Incorporated by Reference; Table of
Contents.
3. Risk factors, ratio of earnings to fixed charges and
other information..................................... Summary; Comparative Market Prices and Dividends.
4. Terms of the transaction.............................. Summary; Description of the Transaction;
Effect of the Merger on Rights of
Stockholders; Description of Regions
Common Stock.
5. Pro forma financial information....................... Summary.
6. Material contacts with the company being acquired..... Summary; Description of the Transaction.
7. Additional information required for re-offering by
persons and parties deemed to be underwriters......... Not applicable.
8. Interest of named experts and counsel................. Opinions.
9. Disclosure of Commission position on indemnification
for Securities Act liabilities........................ Not Applicable (See Part II, Item 20).
10. Information with respect to S-3 registrants........... Documents Incorporated by Reference;
Summary; Business of Regions.
11. Incorporation of certain information by reference..... Documents Incorporated by Reference.
12. Information with respect to S-2 or S-3 registrants.... Documents Incorporated by Reference.
13. Incorporation of certain information by reference..... Documents Incorporated by Reference.
14. Information with respect to registrants other than S-2
or S-3 registrants.................................... Not Applicable.
15. Information with respect to S-3 companies............. Not Applicable.
16. Information with respect to S-2 or S-3 companies...... Not Applicable.
17. Information with respect to companies other than S-2
or S-3 companies...................................... Not Applicable.
18. Information if proxies, consents, or authorizations
are to be solicited................................... Documents Incorporated by Reference; Summary; The Special
Meeting; Description of the Transaction; Description of Regions
Common Stock.
19. Information if proxies, consents, or authorizations
are not to be solicited or in an exchange offer....... Not Applicable.
</TABLE>
<PAGE> 3
Dear BNR Bancshares, Inc. Stockholder:

You are cordially invited to attend the Special Meeting of
Stockholders of BNR Bancshares, Inc. ("BNR") to be held at BNR's main office,
107 East Main Street, New Roads, Louisiana 70760, on , 1994, at :00
.m., local time.

At this meeting, you will be asked to consider and vote on a proposal
to approve an Agreement and Plan of Merger (the "Agreement") entered into with
Regions Financial Corporation ("Regions") pursuant to which BNR will merge (the
"Merger") with and into Regions, and Bank of New Roads (the "Bank"), a
wholly-owned subsidiary of BNR, will become a wholly-owned subsidiary of
Regions and will continue serving its current market as a state-chartered
commercial bank. Upon consummation of the Merger, each share of BNR common
stock issued and outstanding (except for certain shares held by BNR or Regions
and shares held by stockholders who perfect their dissenters' rights of
appraisal) will be converted into that number of shares of Regions common stock
calculated by dividing $79.70 by the average of the closing sale prices of
Regions common stock on the Nasdaq National Market over a specified period,
subject to minimum and maximum exchange ratios of 2.214 and 3.065 shares of
Regions common stock, respectively, for each share of BNR common stock.

The enclosed Notice of Special Meeting and Proxy Statement/Prospectus
includes a description of the proposed Merger and provides specific information
concerning the Special Meeting. Please read these materials carefully and
consider thoughtfully the information set forth in them.

The Merger has been approved unanimously by your Board of Directors
and is unanimously recommended by the Board to you for approval. Each member of
the Board of Directors of BNR has agreed to vote those BNR shares over which he
has voting authority (other than in a fiduciary capacity) in favor of the
Merger. Consummation of the Merger is subject to certain conditions, including
approval of the Agreement by BNR's stockholders and approval of the Merger by
various regulatory agencies.

Stockholders of BNR who perfect their dissenters' rights of appraisal,
if available, prior to the proposed Merger and comply with applicable law will
be entitled to receive the fair value of their BNR shares in cash, as provided
by applicable law.

It is very important that your shares be represented at the Special
Meeting even if you do not plan to attend in person. Approval of the Agreement
requires the affirmative vote of at least a majority of the voting power of BNR
common stock represented at the Special Meeting. Consequently, an abstention
will have the same effect as a vote against the proposal, but a non-vote,
unlike an abstention, would reduce the number of affirmative votes required for
approval. Whether or not you plan to attend the Special Meeting, you are urged
to complete, sign, and return promptly the enclosed proxy card. If you attend
the Special Meeting, you may vote in person if you wish, even if you previously
have returned your proxy card. The proposed Merger with Regions is a
significant step for BNR, and your vote on this matter is of great importance.
On behalf of the Board of Directors, we urge you to vote for approval of the
transaction by marking the enclosed proxy card "FOR" Item One.

Sincerely,

Charles Ray Smith
Chairman of the Board

F.J. Greely, Jr.
President and Chief Executive Officer
<PAGE> 4
BNR BANCSHARES, INC.
107 EAST MAIN STREET, NEW ROADS, LOUISIANA 70760
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD , 1994

Notice is hereby given that a Special Meeting Stockholders (the
"Special Meeting") of BNR Bancshares, Inc. ("BNR"), a bank holding company, will
be held at BNR's main office, 107 East Main Street, New Roads, Louisiana 70760,
on , 1994, at :00 .m., local time, for the following purposes:

1. MERGER. To consider and vote upon the Agreement and Plan of Merger,
dated as of April 21, 1994 (the "Agreement"), by and between BNR and
Regions Financial Corporation ("Regions"), a copy of which is attached as
Appendix A to the accompanying Proxy Statement/Prospectus and incorporated
herein by this reference, and pursuant to which (i) Regions will acquire all of
the issued and outstanding common stock of BNR through the merger of BNR with
and into Regions (the "Merger"), (ii) each share of BNR common stock (except
for certain shares held by BNR or Regions and shares held by stockholders who
perfect their dissenters' rights of appraisal) will be converted into that
number of shares of Regions common stock calculated by dividing $79.70 by the
average of the closing sale prices of Regions common stock in the National
Market System of the National Association of Securities Dealers Automated
Quotation System (the "Nasdaq National Market") over a specified period,
subject to minimum and maximum exchange ratios of 2.214 and 3.065 shares of
Regions common stock, respectively, for each share of BNR common stock, and
(iii) each BNR stockholder will receive cash in lieu of any remaining
fractional share interest, all as described more fully in the accompanying
Proxy Statement/Prospectus.

2. OTHER BUSINESS. To transact such other business as may properly
come before the Special Meeting, including adjourning the Special Meeting to
permit, if necessary, further solicitation of proxies.

Only stockholders of record at the close of business on , 1994,
are entitled to receive notice of and to vote at the Special Meeting or any
adjournment thereof.

Stockholders of BNR have a right to dissent from the Merger and obtain
payment of the fair value of their shares in cash by complying with the
applicable provisions of Louisiana law, which are attached to the accompanying
Proxy Statement/Prospectus as Appendix C. DISSENTING SHAREHOLDERS WHO COMPLY
WITH THE PROCEDURAL REQUIREMENTS OF THE BUSINESS CORPORATION LAW OF LOUISIANA
WILL BE ENTITLED TO RECEIVE PAYMENT OF THE FAIR CASH VALUE OF THEIR SHARES IF
THE MERGER IS EFFECTED UPON APPROVAL BY LESS THAN 80% OF THE CORPORATION'S
TOTAL VOTING POWER.

We urge you to sign and return the enclosed proxy as promptly as
possible, whether or not you plan to attend the Special Meeting in person. The
proxy may be revoked by the person executing the proxy by filing with the
Secretary of BNR an instrument of revocation or a duly executed proxy bearing a
later date at or before the Special Meeting.

By Order of the Board of Directors

Charles Ray Smith
Secretary

New Roads, Louisiana
, 1994
<PAGE> 5
BNR BANCSHARES, INC. REGIONS FINANCIAL CORPORATION
PROXY STATEMENT PROSPECTUS
FOR SPECIAL MEETING OF STOCKHOLDERS COMMON STOCK
TO BE HELD , 1994 (PAR VALUE $.625)

This Prospectus of Regions Financial Corporation, a regional bank
holding company organized under the laws of the State of Delaware ("Regions"),
relates to the shares of common stock, par value $.625 per share of Regions
("Regions Common Stock"), which are issuable to the stockholders of BNR
Bancshares, Inc. ("BNR") upon consummation of the proposed merger (the
"Merger") described herein by which BNR will merge with and into Regions
pursuant to the terms of an Agreement and Plan of Merger, dated as of
April 21, 1994 (the "Agreement"), between Regions and BNR.

At the effective date of the Merger (the "Effective Date"), except as
described herein, (i) BNR will merge with and into Regions, and (ii)
each outstanding share of the $10.00 par value common stock of BNR ("BNR Common
Stock") will be converted into that number of shares of Regions Common Stock
calculated by dividing $79.70 by the Average Closing Price, defined in the
Agreement as the average of the daily closing sale prices of Regions Common
Stock in the National Market System of the National Association of Securities
Dealers Automated Quotation System (the "Nasdaq National Market") (as reported
by The Wall Street Journal or, if not reported thereby, another authoritative
source chosen by Regions) for the 20 consecutive full trading days on which
such shares are traded on the Nasdaq National Market ending at the close of
trading on the fifth trading day preceding the Effective Date, subject to
minimum and maximum exchange ratios of 2.214 and 3.065 shares of Regions Common
Stock, respectively, for each share of BNR Common Stock. A copy of the
Agreement is attached to this Proxy Statement/Prospectus as Appendix A. As a
result of the Merger, the separate existence of BNR will cease, and Bank of New
Roads (the "Bank"), a wholly-owned subsidiary of BNR, will become a
wholly-owned subsidiary of Regions and will continue in operation serving its
current markets as a state-chartered commercial bank until combined with other
banking subsidiaries of Regions operating in Louisiana. For a further
description of the terms of the Merger, see "Description of the Transaction."

This Prospectus also constitutes a Proxy Statement of BNR, and is
being furnished to the stockholders of BNR in connection with the solicitation
of proxies by the Board of Directors of BNR for use at its special meeting of
stockholders, including any adjournment or postponement thereof (the "Special
Meeting"), to be held on , 1994, to consider and vote upon
the proposed Merger and related matters. This Proxy Statement/Prospectus and
the accompanying proxy card are first being mailed to stockholders of BNR on or
about , 1994.

THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS, SAVINGS ACCOUNTS OR OTHER
OBLIGATIONS OF A DEPOSITORY INSTITUTION AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

The date of this Proxy Statement/Prospectus is , 1994.
<PAGE> 6
AVAILABLE INFORMATION

Regions is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "SEC"). Copies of such reports, proxy
statements, and other information can be obtained, at prescribed rates, from
the SEC by addressing written requests for such copies to the Public Reference
Section at the SEC at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549. In addition, such reports, proxy statements, and other information can
be inspected at the public reference facilities referred to above and at the
regional offices of the SEC at 7 World Trade Center, 13th Floor, New York, New
York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661.

This Proxy Statement/Prospectus constitutes part of a registration
statement on Form S-4 of Regions (including any exhibits and amendments
thereto, the "Registration Statement") filed by Regions with the SEC under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
securities offered hereby. This Proxy Statement/Prospectus does not include all
of the information in the Registration Statement, certain portions of which
have been omitted pursuant to the rules and regulations of the SEC. For further
information about Regions and the securities offered hereby, reference is made
to the Registration Statement. The Registration Statement may be inspected and
copied, at prescribed rates, at the SEC's public reference facilities at the
addresses set forth above. Regions Common Stock is traded in the Nasdaq
National Market. Reports, proxy statements, and other information concerning
Regions may be inspected at the offices of the National Association of
Securities Dealers, Inc. (the "NASD"), 1735 K Street, N.W., Washington, D.C.
20006.

No person is authorized to give any information or to make any
representations other than those included in this Proxy Statement/Prospectus,
and if given or made, such information or representations must not be relied
upon as having been authorized by Regions or BNR. This Proxy
Statement/Prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy, the securities offered hereby in any jurisdiction to or from
any person to or from whom it is unlawful to make such an offer or
solicitation. Neither the delivery of this Proxy Statement/Prospectus nor any
distribution of securities made hereunder shall under any circumstances create
an implication that there has been no change in the affairs of Regions or BNR
since the date hereof or that the information herein is correct as of any time
subsequent to the date hereof.

All information included or incorporated by reference in this Proxy
Statement/Prospectus with respect to Regions was supplied by Regions, and all
information included or incorporated by reference herein with respect to BNR
was supplied by BNR.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents previously filed with the SEC by Regions
pursuant to the Exchange Act are hereby incorporated by reference herein:

1. Regions' Annual Report on Form 10-K for the fiscal year
ended December 31, 1993;

2. Regions' Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994;

3. Regions' Current Report on Form 8-K dated as of December
31, 1993; and

4. The description of Regions Common Stock under the heading
"Item 1. Capital Stock to be Registered" in the registration statement
on Form 8-A of Regions relating to Regions Common Stock and in any
amendment or report filed for the purpose of updating such
description.

Regions' Annual Report on Form 10-K for the year ended December 31,
1993, incorporates by reference specific portions of Regions' Annual Report to
Stockholders for that year (the "Regions Annual Report to Stockholders"), but
does not incorporate other portions of the Regions Annual Report to
Stockholders. Only

2
<PAGE> 7
those portions of the Regions Annual Report to Stockholders captioned
"Financial Summary & Review 1993," "Financial Statements and Notes," and
"Historical Financial Summary" are incorporated herein. Other portions of the
Annual Report to Stockholders are NOT incorporated herein and are not a part of
the Registration Statement.

The following documents previously filed with the SEC by BNR pursuant
to the Exchange Act are hereby incorporated by reference herein:

1. BNR's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1993;

2. BNR's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994; and

3. BNR's Current Report on Form 8-K dated April 8, 1994.

BNR's Annual Report on Form 10-KSB for the year ended December 31,
1993, incorporates by reference specific portions of BNR's Annual Report to
Stockholders for that year (the "BNR Annual Report to Stockholders"), but does
not incorporate other portions of the Annual Report to Stockholders. Only the
audited financial statements on pages 3-15 of the BNR Annual Report to
Stockholders are incorporated herein. Other portions of the BNR Annual Report
to Stockholders are NOT incorporated herein and are not a part of the
Registration Statement.

All documents filed by Regions pursuant to Sections 13(a), 13(c), 14,
or 15(d) of the Exchange Act after the date of this Proxy Statement/Prospectus
and prior to the date of the Special Meeting shall be deemed to be incorporated
by reference in this Proxy Statement/Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed to constitute a part hereof, except as so modified or superseded.

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THOSE DOCUMENTS ARE
AVAILABLE UPON REQUEST, WITHOUT CHARGE (EXCEPT FOR THE EXHIBITS THERETO), IF
FILED BY REGIONS, FROM RONALD C. JACKSON, STOCKHOLDER ASSISTANCE, REGIONS
FINANCIAL CORPORATION, P.O. BOX 1448, MONTGOMERY, ALABAMA 36102 (TELEPHONE
(205) 832-8450), AND IF FILED BY BNR, FROM DANIEL J. DIETRICK, TREASURER, BNR
BANCSHARES, INC., P.O. BOX 250, NEW ROADS, LOUISIANA 70760, (TELEPHONE (504)
638-3791). IN ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST
SHOULD BE MADE BY , 1994.

3
<PAGE> 8
TABLE OF CONTENTS

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . .
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . .
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Special Meeting of BNR Stockholders . . . . . . . . . . . . . . . . .
Record Date; Vote Required . . . . . . . . . . . . . . . . . . . . . .
The Merger; Exchange Ratio . . . . . . . . . . . . . . . . . . . . . .
Dissenting Stockholders . . . . . . . . . . . . . . . . . . . . . . .
Reasons for the Merger; Recommendation of BNR's Board
of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Opinion of BNR's Financial Advisor . . . . . . . . . . . . . . . . . .
Effective Date of the Merger . . . . . . . . . . . . . . . . . . . . .
Exchange of Stock Certificates . . . . . . . . . . . . . . . . . . . .
Regulatory Approvals and Other Conditions . . . . . . . . . . . . . .
Waiver, Amendment, and Termination of the Agreement . . . . . . . . .
Interests of Certain Persons in the Merger . . . . . . . . . . . . . .
Certain Federal Income Tax Consequences of the Merger . . . . . . . .
Certain Differences in Stockholders' Rights . . . . . . . . . . . . .
Comparative Market Prices of Common Stock . . . . . . . . . . . . . .
Comparative Per Share Data . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . .
THE SPECIAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Record Date; Vote Required . . . . . . . . . . . . . . . . . . . . . .
DESCRIPTION OF THE TRANSACTION . . . . . . . . . . . . . . . . . . . . . .
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchange Ratio; Minimum and Maximum Limitations . . . . . . . . . . .
Background of and Reasons for the Merger . . . . . . . . . . . . . . .
Opinion of BNR's Financial Advisor . . . . . . . . . . . . . . . . . .
Effective Date of the Merger . . . . . . . . . . . . . . . . . . . . .
Distribution of Regions Stock Certificates and
Payment for Fractional Shares . . . . . . . . . . . . . . . . . . .
Conditions to Consummation of the Merger . . . . . . . . . . . . . . .
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . .
Waiver, Amendment, and Termination of the Agreement . . . . . . . . .
Conduct of Business Pending the Merger . . . . . . . . . . . . . . . .
Management Following the Merger . . . . . . . . . . . . . . . . . . .
Interests of Certain Persons in the Merger . . . . . . . . . . . . . .
Dissenting Stockholders . . . . . . . . . . . . . . . . . . . . . . .
Certain Federal Income Tax Consequences of the Merger . . . . . . . .
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . .
Expenses and Fees . . . . . . . . . . . . . . . . . . . . . . . . . .
Resales of Regions Common Stock . . . . . . . . . . . . . . . . . . .
EFFECT OF THE MERGER ON RIGHTS OF STOCKHOLDERS . . . . . . . . . . . . . .
Antitakeover Provisions Generally . . . . . . . . . . . . . . . . . .
Authorized Capital Stock . . . . . . . . . . . . . . . . . . . . . . .
Amendment of Certificate or Articles of Incorporation and Bylaws . . .
Classified Board of Directors and Absence of Cumulative Voting . . . .
Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . . .
Limitations on Director Liability . . . . . . . . . . . . . . . . . .
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . .
Special Meetings of Stockholders . . . . . . . . . . . . . . . . . . .
Actions by Stockholders Without a Meeting . . . . . . . . . . . . . .

4
<PAGE> 9
Stockholder Nominations and Proposals . . . . . . . . . . . . . . .
Business Combinations with Certain Persons . . . . . . . . . . . . .
Mergers, Consolidations, and Sales of Assets Generally . . . . . . .
Dissenters' Rights of Appraisal . . . . . . . . . . . . . . . . . .
Stockholders' Rights to Examine Books and Records . . . . . . . . .
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
COMPARATIVE MARKET PRICES AND DIVIDENDS . . . . . . . . . . . . . . . . .
BUSINESS OF BNR . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS OF BNR . . . . . . . . . . .
BUSINESS OF REGIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .
SUPERVISION AND REGULATION . . . . . . . . . . . . . . . . . . . . . . .
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payment of Dividends . . . . . . . . . . . . . . . . . . . . . . . .
Transactions with Affiliates . . . . . . . . . . . . . . . . . . . .
Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . .
Support of Subsidiary Institutions . . . . . . . . . . . . . . . . .
Prompt Corrective Action . . . . . . . . . . . . . . . . . . . . . .
Brokered Deposits . . . . . . . . . . . . . . . . . . . . . . . . .
FDIC Insurance Assessments . . . . . . . . . . . . . . . . . . . . .
New Safety and Soundness Standards . . . . . . . . . . . . . . . . .
Depositor Preference . . . . . . . . . . . . . . . . . . . . . . . .
DESCRIPTION OF REGIONS COMMON STOCK . . . . . . . . . . . . . . . . . . .
STOCKHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . .
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX A--Agreement and Plan of Merger . . . . . . . . . . . . . . . . A-1
APPENDIX B--Opinion of Chaffe & Associates, Inc . . . . . . . . . . . . . B-1
APPENDIX C--Copy of Section 12:131 of Louisiana Business Corporation Law. C-1

5
<PAGE> 10
SUMMARY

The following is a summary of certain information relating to the
proposed Merger and the offering of shares of Regions Common Stock to be issued
upon consummation thereof. This summary does not purport to be complete and is
qualified in its entirety by the more detailed information appearing elsewhere
or incorporated by reference in this Proxy Statement/Prospectus. Stockholders
are urged to read carefully the entire Proxy Statement/Prospectus, including
the Appendices. As used in this Proxy Statement/Prospectus, the terms "Regions"
and "BNR" refer to those entities, respectively, and, where the context
requires, to those entities and their respective subsidiaries.

THE PARTIES

BNR. BNR is a bank holding company organized under the laws of the
State of Louisiana with its principal executive office located in New Roads,
Louisiana. BNR operates principally through the Bank, which is a
state-chartered commercial bank and which provides a range of retail banking
services through five offices in Pointe Coupee Parish and one office in East
Baton Rouge Parish, Louisiana. At March 31, 1994, BNR had total consolidated
assets of approximately $142.7 million, total consolidated deposits of
approximately $125.3 million, and total consolidated stockholders' equity of
approximately $15.6 million. BNR's principal executive office is located at 107
East Main Street, New Roads, Louisiana 70760, and its telephone number at such
address is (504) 638-3791.

REGIONS. Regions is a regional bank holding company headquartered in
Birmingham, Alabama, with at June 1, 1994, 243 banking offices located in
Alabama, Florida, Georgia, Louisiana, and Tennessee. At March 31, 1994, Regions
had total consolidated assets of approximately $10.4 billion, total
consolidated deposits of approximately $8.8 billion, and total consolidated
stockholders' equity of approximately $878 million. Regions is the third
largest bank holding company headquartered in Alabama in terms of assets, based
on March 31, 1994 information. Through its subsidiaries, Regions offers a broad
range of banking and bank-related services.

Regions has entered into definitive agreements to acquire certain
additional financial institutions in the States of Alabama, Georgia, and
Louisiana, information with respect to which is included under "Business of
Regions." Such acquisitions are collectively referred to in this Proxy
Statement/Prospectus as the "Other Pending Acquisitions."

Regions was incorporated under the laws of the State of Delaware and
commenced operations in 1971 as a registered bank holding company under the
Bank Holding Company Act of 1956, as amended (the "BHC Act"). Regions's
principal executive offices are located at 417 North 20th Street, Birmingham,
Alabama 35203, and its telephone number at such address is (205) 326-7100.

Additional information with respect to Regions and its subsidiaries is
included in documents incorporated by reference in this Proxy
Statement/Prospectus. See "Available Information," "Documents Incorporated by
Reference," and "Business of Regions."

6
<PAGE> 11
SPECIAL MEETING OF BNR STOCKHOLDERS

The Special Meeting will be held at :00 .m., local time, on ,
1994, at BNR's main office, 107 East Main Street, New Roads, Louisiana 70760,
for the purpose of considering and voting upon approval of the Agreement. See
"The Special Meeting."

RECORD DATE; VOTE REQUIRED

Only holders of record of BNR Common Stock at the close of business on
, 1994 (the "Record Date"), will be entitled to vote at the Special
Meeting. The affirmative vote of at least a majority of the voting power of
BNR Common Stock represented at the Special Meeting will be required to
approve the Agreement. As of the Record Date, there were 326,218 shares of
BNR Common Stock outstanding and entitled to be voted.

The directors and executive officers of BNR and their affiliates
beneficially owned, as of the Record Date, 51,116 shares (or approximately
15.67% of the outstanding shares) of BNR Common Stock. Each member of the Board
of Directors of BNR has agreed to vote those BNR shares over which he has
voting authority (other than in a fiduciary capacity) in favor of the Merger.
The directors and executive officers of Regions and their affiliates
beneficially owned, as of the Record Date, no shares of BNR Common Stock. As of
that date, neither BNR nor Regions held any shares of BNR Common Stock in a
fiduciary capacity for others. See "The Special Meeting -- Record Date; Vote
Required."

THE MERGER; EXCHANGE RATIO

The Agreement provides for the acquisition of BNR by Regions pursuant
to the Merger of BNR with and into Regions. At the Effective Date each
share of BNR Common Stock (excluding any shares held by BNR, Regions, or their
respective subsidiaries, other than shares held in a fiduciary capacity or in
satisfaction of debts previously contracted, and shares held by stockholders
who perfect their dissenters' rights of appraisal) issued and outstanding at
the Effective Date will be converted into that number of shares of Regions
Common Stock (the "Exchange Ratio"), calculated by dividing $79.70 by the
Average Closing Price (the average of the daily closing prices of Regions
Common Stock on the Nasdaq National Market (as reported by The Wall Street
Journal or, if not reported thereby, another authoritative source chosen by
Regions) for the 20 consecutive full trading days on which such shares are
traded on the Nasdaq National Market ending at the close of trading on the
fifth trading day preceding the Effective Date), subject to minimum and maximum
exchange ratios of 2.214 and 3.065 shares of Regions Common Stock,
respectively, for each share of BNR Common Stock. See "Description of the
Merger -- Exchange Ratio; Minimum and Maximum Limitations."

No fractional shares of Regions Common Stock will be issued. Rather,
cash will be paid in lieu of any fractional share interest to which any BNR
stockholder would be entitled upon consummation of the Merger, based on the
Average Closing Price. See "Description of the Transaction -- General."

DISSENTING STOCKHOLDERS

Holders of BNR Common Stock entitled to vote on approval of the
Agreement have the right to dissent from the Merger and, upon consummation of
the Merger and the satisfaction of certain specified procedures and conditions,
to receive cash in respect of the fair value of such holder's shares of BNR
Common Stock in accordance with the applicable provisions of Section 12:131 of
the Louisiana Business Corporation Law (the "Louisiana Act"). In the event that
the Merger is approved by 80% or more of the total voting power of BNR, then no
dissenter's rights of appraisal will not, in accordance with the Louisiana Act,
be available. The procedures to be followed by dissenting stockholders are
summarized under "Description of the Transaction--Dissenting Stockholders," and
a copy of the applicable provisions of the Louisiana Act is set forth in
Appendix C to this Proxy Statement/Prospectus.

7
<PAGE> 12
REASONS FOR THE MERGER; RECOMMENDATION OF BNR'S BOARD OF DIRECTORS

BNR's Board of Directors has unanimously approved the Merger and the
Agreement and has determined that the Merger is in the best interests
of BNR and its stockholders. Accordingly, BNR's Board unanimously recommends
that BNR's stockholders vote FOR approval of the Agreement. In approving the
Merger, BNR's directors considered BNR's financial condition, the financial
terms and the income tax consequences of the Merger, the likelihood of the
Merger being approved by regulatory authorities without undue conditions or
delay, legal advice concerning the proposed Merger, and a report and opinion
from Chaffe and Associates, Inc. ("Chaffe") regarding the value of BNR and the
fairness of the terms of the Merger to BNR stockholders. See "Description of
the Transaction -- Background of and Reasons for the Merger." Each member of
the Board of Directors of BNR has agreed to vote such member's shares over
which he has voting authority (other than in a fiduciary capacity) in favor of
the Merger.

OPINION OF BNR'S FINANCIAL ADVISOR

Chaffe has rendered an opinion to BNR that the consideration to be
received in the Merger by the stockholders of BNR is fair to the stockholders
of BNR from a financial point of view. The opinion of Chaffe is attached as
Appendix B to this Proxy Statement/Prospectus. BNR stockholders are urged to
read the opinion in its entirety for a description of the procedures followed,
matters considered, and limitations on the reviews undertaken in connection
therewith. See "Description of the Transaction - Opinion of BNR's Financial
Advisor."

EFFECTIVE DATE

Subject to the conditions to the obligations of the parties to effect
the Merger, the Effective Date will occur on the date and at the time that the
Delaware Certificate of Merger and the Louisiana Certificate of Merger are
filed and become effective with, respectively, the Delaware Secretary of State
and the Louisiana Secretary of State. Unless otherwise agreed upon by Regions
and BNR, and subject to the conditions to the obligations of the parties to
effect the Merger, the parties will use their reasonable efforts to cause the
Effective Date to occur on the first business day following the last to occur
of (i) the effective date (including the expiration of any applicable waiting
period) of the last federal or state regulatory approval required for the
Merger and (ii) the date on which the Agreement is approved by the requisite
vote of BNR stockholders; or such later date within 30 days thereof as
specified by Regions. The parties expect that all conditions to consummation of
the Merger will be satisfied so that the Merger can be consummated during the
third quarter of 1994, although there can be no assurance as to whether or when
the Merger will occur. See "Description of the Transaction -- Effective Date of
the Merger," "-- Conditions to Consummation of the Merger," and "-- Waiver,
Amendment, and Termination of the Agreement."

EXCHANGE OF STOCK CERTIFICATES

Promptly after the Effective Date, Regions will cause First Alabama
Bank, acting in its capacity as exchange agent for Regions (the "Exchange
Agent"), to mail to the former stockholders of BNR a form letter of
transmittal, together with instructions for the exchange of such stockholders'
certificates representing shares of BNR Common Stock for certificates
representing shares of Regions Common Stock. BNR STOCKHOLDERS SHOULD NOT SEND
IN THEIR STOCK CERTIFICATES UNTIL THEY RECEIVE THE FORM LETTER OF TRANSMITTAL
AND INSTRUCTIONS. See "Description of the Transaction -- Distribution of
Regions Stock Certificates and Payment for Fractional Shares."

REGULATORY APPROVALS AND OTHER CONDITIONS

The proposed Merger is subject to approval by the Board of Governors
of the Federal Reserve System (the "Federal Reserve") and the Louisiana
Commissioner of Financial Institutions (the "Louisiana Commissioner"). An
application has been filed with each of these agencies for the requisite
approvals. There can be no assurance whether the approval of the Federal
Reserve or the Louisiana Commissioner will be given, or as to the timing or
conditions of such approval.

Consummation of the Merger is subject to various other conditions,
including receipt of the required

8
<PAGE> 13
approval of BNR stockholders, receipt of an opinion of counsel as to the
tax-free nature of certain aspects of the Merger, and certain other conditions.
See "Description of the Transaction -- Conditions to Consummation of the
Merger."

WAIVER, AMENDMENT, AND TERMINATION OF THE AGREEMENT

The Agreement may be terminated, and the Merger abandoned, at any time
prior to the Effective Date by mutual action of the Board of Directors of both
BNR and Regions, or by action of the Board of Directors of either company under
certain circumstances, including if the Merger is not consummated by March 31,
1995, unless the failure to consummate the Merger by such time is due to a
breach of the Agreement by the party seeking to terminate. See "Description of
the Transaction -- Waiver, Amendment, and Termination of the Agreement."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Certain members of BNR's management and Board of Directors have
interests in the Merger in addition to their interests as stockholders of BNR
generally. Those interests relate to, among other things, provisions in the
Agreement regarding indemnification and eligibility for certain Regions
employee benefits. See "Description of the Transaction -- Interests of Certain
Persons in the Merger."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

Consummation of the Merger is conditioned upon the receipt of an
opinion of counsel to the effect that, among other things, the Merger will
constitute a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), and the exchange in the
Merger of BNR Common Stock for Regions Common Stock will not give rise to gain
or loss to BNR stockholders, except to the extent of any cash received in lieu
of fractional share interests or as a result of a stockholder's perfecting such
holder's dissenters' rights of appraisal. See "Description of the Transaction
- -- Certain Federal Income Tax Consequences of the Merger."

DUE TO THE INDIVIDUAL NATURE OF THE TAX CONSEQUENCES OF THE MERGER,
BNR STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE
SPECIFIC EFFECT OF THE MERGER ON THEM UNDER FEDERAL, STATE, LOCAL, AND FOREIGN
TAX LAWS.

CERTAIN DIFFERENCES IN STOCKHOLDERS' RIGHTS

On the Effective Date, BNR stockholders, whose rights are governed by
BNR's Articles of Incorporation and Bylaws and by the Louisiana Act, will
automatically become Regions stockholders, and their rights as Regions
stockholders will be governed by Regions's Certificate of Incorporation and
Bylaws and the Delaware General Corporation Law (the "Delaware GCL").

The rights of Regions stockholders differ from the rights of BNR
stockholders in certain important respects, some of which constitute additional
antitakeover provisions provided for in Regions's governing documents. See
"Effect of the Merger on Rights of Stockholders."

9
<PAGE> 14
COMPARATIVE MARKET PRICES OF COMMON STOCK

Regions Common Stock is traded in the over-the-counter market and
quoted on the Nasdaq National Market. BNR Common Stock is not traded in any
established market.

The following table sets forth (i) the last sale price of Regions
Common Stock and the equivalent per share price (as explained below) of BNR
Common Stock on March 16, 1994, the last trading day immediately preceding
public announcement of the proposed acquisition of BNR by Regions and ,
1994, the latest practicable date prior to the mailing of this Proxy
Statement/Prospectus, and (ii) the sale price in the last known transaction of
purchase and sale of BNR Common Stock, which occurred in the fourth quarter of
1993.

EQUIVALENT
PER
SHARE PRICE
REGIONS BNR OF BNR
MARKET PRICE PER SHARE AT: COMMON STOCK COMMON STOCK COMMON STOCK
- -------------------------- ------------ ------------ ------------
March 16, 1994 $32.00 $44.00 $ .
, 1994 . . .

The equivalent per share price of BNR Common Stock at each specified
date represents the last sale price shares of Regions Common Stock on such date
multiplied by an assumed Exchange Ratio of (based on the last sale price
of Regions Common Stock as reported by the Nasdaq National Market on
, 1994). Stockholders are advised to obtain current market quotations for
Regions Common Stock and BNR Common Stock. No assurance can be given as to the
market price of Regions Common Stock at or after the Effective Date.

COMPARATIVE PER SHARE DATA

The following table sets forth certain comparative per share data
relating to net income, cash dividends, and book value on (i) an historical
basis for Regions and BNR, (ii) a pro forma combined basis per share of Regions
Common Stock, and (iii) an equivalent pro forma basis per share of BNR Common
Stock. The pro forma information gives effect to the Merger on a pooling-of-
interests accounting basis and assumes an Exchange Ratio of 2.3791 (based on
the last sale price of Regions Common Stock as reported by the Nasdaq National
Market on June 16, 1994). See "Description of the Transaction -- Accounting
Treatment." The pro forma data are not necessarily indicative of the results
of operations or combined financial position that would have resulted had the
Merger been consummated during the periods indicated, nor are they necessarily
indicative of future results of operations or combined financial position.

The information shown below should be read in conjunction with, and is
qualified in its entirety by, the historical financial statements of Regions
and BNR, including the respective notes thereto, incorporated by reference
herein. See "Documents Incorporated by Reference" and "--Selected Financial
Data."

10
<PAGE> 15
<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED
ENDED MARCH 31, DECEMBER 31,
----------------- ------------------------------
1994 1993 1993 1992 1991
---- ---- ---- ---- ----
(Unaudited) (Unaudited except
Regions and BNR historical)
<S> <C> <C> <C> <C> <C>
NET INCOME PER COMMON SHARE
Regions historical . . . . . . . . . . . . . . . . . . . . $ 0.81 $ 0.74 $ 3.01 $ 2.60 $ 2.16
BNR historical . . . . . . . . . . . . . . . . . . . . . . 1.24 1.84 7.45 5.71 2.73
Regions and BNR pro forma combined(1) . . . . . . . . . . . 0.80 0.74 3.01 2.60 2.14
BNR pro forma equivalent(2) . . . . . . . . . . . . . . . . 1.91 1.75 7.17 6.18 5.09
DIVIDENDS DECLARED PER COMMON SHARE
Regions historical . . . . . . . . . . . . . . . . . . . . $ 0.30 $ 0.26 $ 1.04 $ 0.91 $ 0.87
BNR historical . . . . . . . . . . . . . . . . . . . . . . 0.00 0.00 2.50 2.00 1.50
BNR pro forma equivalent(3) . . . . . . . . . . . . . . . . 0.71 0.62 2.47 2.16 2.07
BOOK VALUE PER COMMON SHARE (PERIOD END)
Regions historical . . . . . . . . . . . . . . . . . . . . $ 21.39 $ 18.09 $20.73 $17.62 $15.76
BNR historical. . . . . . . . . . . . . . . . . . . . . . . 47.92 43.85 47.63 42.04 37.55
Regions and BNR pro forma combined . . . . . . . . . . . . 21.36 18.10 20.72 17.62 15.76
BNR pro forma equivalent(2) . . . . . . . . . . . . . . . . 50.83 43.05 49.29 41.91 37.50

</TABLE>
__________________________
(1) Represents the combined results of Regions and BNR as if the Merger
were consummated on January 1, 1991, and were accounted for as a
pooling-of-interests.
(2) Represents pro forma combined information multiplied by the assumed
Exchange Ratio of 2.3791 shares of Regions Common Stock for each share
of BNR Common Stock (based on the last sale price of Regions Common
Stock as reported by the Nasdaq National Market on June 16, 1994).
(3) Represents historical dividends per share paid by Regions multiplied
by the assumed Exchange Ratio of 2.3791 shares of Regions Common Stock
for each share of BNR Common Stock (based on the last sale price of
Regions Common Stock as reported by the Nasdaq National Market on June
16, 1994).
(4) The combined and equivalent pro forma per share data assuming minimum
and maximum Exchange Ratios of 2.214 and 3.065, respectively, shares
of Regions Common Stock for each share of BNR Common Stock is as
follows:

<TABLE>
<CAPTION>
Exchange Ratio
------------------------------------------------------------
Minimum (2.214) Maximum (3.065)
---------------------------- --------------------------
Three Months Year Three Months Year
Ended Ended Ended Ended
March 31, 1994 December 31, 1993 March 31, 1994 December 31, 1993
-------------- ----------------- -------------- -----------------
(Unaudited)
<S> <C> <C> <C> <C>
NET INCOME PER COMMON SHARE
Regions and BNR pro forma combined . . . . . . . . . . . . . $0.80 $3.02 $0.80 $3.00
BNR pro forma equivalent . . . . . . . . . . . . . . . . . . 1.78 6.68 2.45 9.18
DIVIDENDS DECLARED PER COMMON SHARE
BNR pro forma equivalent . . . . . . . . . . . . . . . . . . 0.66 2.30 0.92 3.19
BOOK VALUE PER COMMON SHARE (PERIOD END)
Regions and BNR pro forma combined . . . . . . . . . . . . . 21.39 20.74 21.25 20.61
BNR pro forma equivalent . . . . . . . . . . . . . . . . . . 47.36 45.93 65.13 63.16

</TABLE>

SELECTED FINANCIAL DATA

The following tables present certain selected historical financial
information for Regions and BNR. The data should be read in conjunction with
the historical financial statements, related notes, and other financial
information concerning Regions and BNR incorporated by reference herein. See
"Documents Incorporated by Reference."

11
<PAGE> 16
Selected Historical Financial Data of Regions
<TABLE>
<CAPTION>

THREE MONTHS YEAR ENDED
ENDED MARCH 31, DECEMBER 31,
--------------- -------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
(In thousands except per share data and ratios)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Total interest income . . . . . . . . . . $ 170,906 $ 135,719 $ 555,667 $ 536,747 $ 556,821 $ 519,753 $ 496,392
Total interest expense . . . . . . . . . 73,539 51,875 213,614 224,068 292,017 297,613 292,687
Net interest income . . . . . . . . . . . 97,367 83,844 342,053 312,679 264,804 222,140 203,705
Provision for loan losses . . . . . . . . 4,326 7,300 21,533 27,072 24,005 24,208 15,800
Net interest income after
loan loss provision . . . . . . . . . 93,041 76,544 320,520 285,607 240,799 197,932 187,905
Total noninterest income
excluding security gains (losses) . . 36,516 30,582 131,949 119,130 101,964 94,730 71,976
Security gains (losses) . . . . . . . . . 32 47 78 (53) (507) (982) 506
Total noninterest expense . . . . . . . . 80,145 66,091 287,026 264,659 230,340 195,611 176,707
Income tax expense . . . . . . . . . . . . 16,292 13,656 53,476 44,977 33,660 27,175 21,046
Net income . . . . . . . . . . . . . . . . $ 33,152 $ 27,426 $ 112,045 $ 95,048 $ 78,256 $ 68,894 $ 62,634

Per Share:
Net income . . . . . . . . . . . . . . . . $ 0.81 $ 0.74 $ 3.01 $ 2.60 $ 2.16 $ 1.91 $ 1.72
Cash dividends . . . . . . . . . . . . . . 0.30 0.26 1.04 0.91 0.87 0.84 0.76
Book value . . . . . . . . . . . . . . . . 21.39 18.09 20.73 17.62 15.76 14.54 13.48

Other Information:
Average number of shares outstanding . . . 41,059 37,290 37,205 36,532 36,191 36,097 36,331

Balance Sheet Data (period end):
Total assets . . . . . . . . . . . . . . . $10,436,704 $7,836,913 $10,476,348 $7,881,026 $6,745,053 $6,344,406 $5,549,612
Securities . . . . . . . . . . . . . . . . 2,478,939 1,637,036 2,368,445 1,670,170 1,575,725 1,489,200 1,133,087
Loans, net of unearned income . . . . . . 6,848,701 5,187,903 6,833,246 5,142,531 4,274,958 4,092,262 3,552,082
Total deposits . . . . . . . . . . . . . . 8,766,995 6,723,462 8,770,694 6,701,142 5,917,028 5,353,211 4,744,364
Long-term debt . . . . . . . . . . . . . . 449,665 141,718 462,862 136,990 18,782 19,707 45,343
Stockholders' equity . . . . . . . . . . . 878,239 674,923 850,965 656,655 572,971 524,132 489,441

Performance Ratios:
Return on average assets (1) . . . . . . . 1.30% 1.45% 1.40% 1.34% 1.23% 1.23% 1.20%
Return on average stockholders' equity (1) 15.55 16.71 16.14 15.64 14.27 13.64 13.25
Net interest margin (1) . . . . . . . . . 4.25 4.98 4.82 4.98 4.78 4.67 4.65
Efficiency (2) . . . . . . . . . . . . . . 58.71 56.47 59.24 59.87 60.77 59.22 60.68
Dividend payout . . . . . . . . . . . . . 37.04 35.14 34.55 35.00 40.28 43.98 44.19

Asset Quality Ratios:
Net charge-offs (recoveries) to average loans,
net of unearned income (1) . . . . . 0.10% (0.03)% 0.19% 0.28% 0.35% 0.44% 0.42%
Problem assets to net loans and
other real estate (3) . . . . . . . . 0.80 0.79 0.84 0.70 0.89 0.98 0.72
Nonperforming assets to net loans and
other real estate (4) . . . . . . . . 0.86 0.88 1.03 0.81 1.01 1.12 0.94
Allowance for loan losses to loans,
net of unearned income . . . . . . . 1.51 1.57 1.47 1.43 1.28 1.10 1.05
Allowance for loan losses to
nonperforming assets (4) . . . . . . 175.45 176.98 143.05 175.92 126.32 98.18 110.71

Liquidity and Capital Ratios:
Average stockholders' equity to
average assets . . . . . . . . . . . 8.35% 8.67% 8.70% 8.59% 8.63% 9.03% 9.06%
Average loans to average deposits . . . . 78.23 77.08 78.14 72.46 73.40 76.67 75.23
Tier 1 risk-based capital (5) . . . . . . 11.74 11.99 11.13 11.68 11.85 11.31 n/a
Total risk-based capital (5) . . . . . . . 14.12 14.75 13.48 14.44 13.19 12.51 n/a
Tier 1 leverage (5) . . . . . . . . . . . 7.99 8.30 10.11 8.44 8.40 7.65 8.36

</TABLE>
__________________________
(1) Interim period ratios are annualized.
(2) Noninterest expense divided by the sum of net interest income
(taxable-equivalent basis) and noninterest income net of gains
(losses) from security transactions.
(3) Problem assets include loans on a nonaccrual basis, restructured
loans, and foreclosed properties.
(4) Nonperforming assets include loans on a nonaccrual basis, restructured
loans, loans 90 days or more past due, and foreclosed properties.
(5) The required minimum Tier 1 and total risk-based capital ratios are
4.0% and 8.0%, respectively. The minimum leverage ratio of Tier 1
capital to total adjusted assets is 3.0% to 5.0%.

12
<PAGE> 17
Selected Historical Financial Data of BNR

<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED
ENDED MARCH 31, DECEMBER 31,
--------------- ------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
(In thousands except per share data and ratios)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Total interest income . . . . . . . . . . $ 2,393 $ 2,621 $ 10,131 $ 10,479 $ 11,245 $ 11,574 $ 11,465
Total interest expense . . . . . . . . . 804 888 3,349 3,987 5,995 6,635 6,555
Net interest income . . . . . . . . . . . 1,589 1,733 6,782 6,492 5,250 4,939 4,910
Provision for loan losses . . . . . . . . 90 40 220 140 75 150 221
Net interest income after
loan loss provision . . . . . . . . . 1,499 1,693 6,562 6,352 5,175 4,789 4,689
Total noninterest income
excluding security gains (losses) . . 265 249 961 840 1,209 655 598
Security gains (losses) . . . . . . . . . 108 30 47 193 (590) (215) 75
Total noninterest expense . . . . . . . . 1,305 1,196 4,707 4,967 4,824 4,204 4,509
Income tax expense . . . . . . . . . . . . 163 178 825 563 84 194 44
Cumulative effect of change of
accounting method . . . . . . . . . . -- -- 392 -- -- -- --
Net income . . . . . . . . . . . . . . . . $ 404 $ 598 $ 2,430 $ 1,855 $ 886 $ 831 $ 809

Per Share:
Net income . . . . . . . . . . . . . . . . $ 1.24 $ 1.84 $ 7.45 $ 5.71 $ 2.73 $ 2.56 $ 2.49
Cash dividends . . . . . . . . . . . . . . 0.00 0.00 2.50 2.00 1.50 1.50 1.50
Book value . . . . . . . . . . . . . . . . 47.92 43.85 47.63 42.04 37.55 35.63 35.01

Other Information:
Average number of shares outstanding . . . 326 326 326 325 325 325 325

Balance Sheet Data (period end):
Total assets . . . . . . . . . . . . . . . $142,687 $140,426 $136,718 $136,436 $133,323 $131,186 $119,781
Securities held to maturity . . . . . . . 25,884 61,682 21,980 60,169 58,430 58,310 49,940
Securities available for sale . . . . . . 38,480 -- 34,873 -- -- -- --
Loans, net of unearned income . . . . . . 64,104 64,437 64,742 63,248 58,787 52,873 54,722
Total deposits . . . . . . . . . . . . . . 125,321 124,152 119,342 120,397 119,646 118,270 107,504
Long-term debt . . . . . . . . . . . . . . 0 0 0 0 0 0 0
Stockholders' equity . . . . . . . . . . . 15,632 14,305 15,538 13,651 12,193 11,570 11,361

Performance Ratios:
Return on average assets (1) . . . . . . . 1.16% 1.72% 1.75% 1.40% 0.67% 0.66% 0.68%
Return on average stockholders' equity (1) 10.30 16.94 16.48 15.11 7.45 7.25 7.25
Net interest margin (1) . . . . . . . . . 4.91 5.38 5.30 5.35 4.46 4.53 4.68
Efficiency (2) . . . . . . . . . . . . . . 69.99 60.05 60.53 67.42 73.24 72.05 77.58
Dividend payout . . . . . . . . . . . . . 0.00 0.00 33.57 35.01 54.99 58.59 60.13

Asset Quality Ratios:
Net charge-offs to average loans,
net of unearned income (1) . . . . . 0.08% 0.04% 0.14% 0.18% 0.22% 0.34% 0.92%
Problem assets to net loans and
other real estate (3) . . . . . . . . 2.28 2.31 2.37 2.38 3.75 5.49 7.50
Nonperforming assets to net loans and
other real estate (4) . . . . . . . . 2.29 2.41 2.43 2.42 3.79 5.62 7.54
Allowance for loan losses to loans,
net of unearned income . . . . . . . 1.36 1.12 1.29 1.12 1.15 1.38 1.39
Allowance for loan losses to
nonperforming assets (4) . . . . . . 59.36 46.19 52.95 45.74 30.01 23.78 17.94

Liquidity and Capital Ratios:
Average stockholders' equity to
average assets . . . . . . . . . . . 11.05% 10.03% 10.61% 9.98% 9.21% 9.35% 9.57%
Average loans to average deposits . . . . 51.51 51.68 54.47 53.24 47.91 48.53 51.18
Tier 1 risk-based capital (5) . . . . . . 22.42 21.39 22.23 19.09 17.42 17.17 N/A
Total risk-based capital (5) . . . . . . . 23.67 20.36 23.44 20.08 18.39 18.25 N/A
Tier 1 leverage (5) . . . . . . . . . . . 10.92 10.11 11.19 10.34 9.13 8.80 9.45

13
<PAGE> 18
THE SPECIAL MEETING

GENERAL

This Proxy Statement/Prospectus is being furnished to the holders of
BNR Common Stock in connection with the solicitation by the BNR Board of
Directors of proxies for use at the Special Meeting, at which BNR stockholders
will be asked to vote upon a proposal to approve the Agreement. The Special
Meeting will be held at :00 .m., local time, on , 1994, at the main
offices of BNR, located at 107 East Main Street, New Roads, Louisiana 70760.

BNR stockholders are requested promptly to sign, date, and return the
accompanying proxy card to BNR in the enclosed postage-paid, addressed
envelope. A stockholder's failure to return a properly executed proxy card or
attend the Special Meeting will result in such holder's BNR shares not counting
toward a quorum for the Special Meeting.

Any BNR stockholder who has delivered a proxy may revoke it at any
time before it is voted by giving notice of revocation in writing or
submitting to BNR a signed proxy card bearing a later date, provided that such
notice or proxy card is actually received by BNR at or before the Special
Meeting. Any notice of revocation should be sent to BNR Bancshares, Inc., 107
East Main Street, New Roads, Louisiana 70760, Attention: Charles Ray Smith,
Corporate Secretary. A proxy will not be revoked by death or supervening
incapacity of the stockholder executing the proxy unless, before the vote,
notice of such death or incapacity is filed with the Secretary. The shares of
BNR Common Stock represented by properly executed proxies received at or prior
to the Special Meeting and not subsequently revoked will be voted as directed
in such proxies. IF INSTRUCTIONS ARE NOT GIVEN, SHARES REPRESENTED BY PROXIES
RECEIVED WILL BE VOTED FOR APPROVAL OF THE AGREEMENT AND IN THE DISCRETION OF
THE PROXY HOLDER AS TO ANY OTHER MATTERS THAT PROPERLY MAY COME BEFORE THE
SPECIAL MEETING. IF NECESSARY, AND UNLESS CONTRARY INSTRUCTIONS ARE GIVEN, THE
PROXY HOLDER ALSO MAY VOTE IN FAVOR OF A PROPOSAL TO ADJOURN THE SPECIAL
MEETING TO PERMIT FURTHER SOLICITATION OF PROXIES IN ORDER TO OBTAIN SUFFICIENT
VOTES TO APPROVE THE AGREEMENT. As of the date of this Proxy
Statement/Prospectus, BNR is unaware of any other matter to be presented at the
Special Meeting.

Solicitation of proxies will be made by mail but also may be made by
telephone or telegram or in person by the directors, officers, and employees of
BNR, who will receive no additional compensation for such solicitation but may
be reimbursed for out-of-pocket expenses. Brokerage houses, nominees,
fiduciaries, and other custodians will be requested to forward solicitation
materials to beneficial owners and will be reimbursed for their reasonable
out-of-pocket expenses.

BNR stockholders should not forward any stock certificates with their
proxy cards.

SAVINGS AND STOCK BONUS PLAN

Each employee of the Bank who is a participant in the Bank's Savings
and Stock Bonus Plan (the "ESOP") may direct the trustee of the ESOP (the
"Trustee") as to the manner in which shares of BNR Common Stock allocated to
such participant's account under the ESOP (the "Plan Shares") shall be voted by
the Trustee at the Special Meeting on the proposal to approve the Agreement.
Each ESOP participant has received with this Proxy Statement/Prospectus a
letter from the Trustee providing instructions as to the voting of such
participant's Plan Shares and a Voting Instruction Card to be used by the
participant to give voting directions to the Trustee. In order to direct the
Trustee with respect to the voting of Plan Shares, an ESOP participant must
complete, sign and date the Voting Instruction Card and return it to the
Trustee in the envelope provided, so that it is received by the Trustee before
the Special Meeting. The Trustee will tabulate the instructions received prior
to the Special Meeting, and will determine the aggregate votes for and against
approval of the Agreement. At the Special Meeting, the Trustee will vote the
shares of BNR Common Stock held by it on the record date for which it has
received instructions in the manner so determined. The Trustee will not vote
any Plan Shares on the proposal to approve the Agreement to the extent it does
not receive instructions with respect thereto. Approximately 2,470 shares of
BNR Common Stock are held by the Trustee pursuant to the ESOP on behalf of the
participants of such plan.

RECORD DATE; VOTE REQUIRED

BNR's Board of Directors has established the close of business on
, 1994, as the Record Date for determining the BNR stockholders entitled to
notice of and to vote at the Special Meeting. Only BNR stockholders of record
as of the Record Date will be entitled to vote at the Special Meeting. The
affirmative vote of the holders of a majority of the voting power of BNR Common
Stock represented at the Special Meeting is required in order to approve the
Agreement. Therefore, returning an executed proxy card marked as an abstention
will have the same effect as a vote against the Agreement, as will a broker's
submitting a proxy card without exercising discretionary voting authority with
respect to the Agreement. Non-votes in the form of failing to return a properly
executed proxy card, unlike explicit abstentions, will have the effect of
reducing the number of affirmative votes required for approval of the
Agreement, but will not be counted toward a quorum at the Special Meeting. As
of the Record Date, there were 326,218 shares of BNR Common Stock outstanding
and entitled to vote at the Special Meeting, with each share entitled to one
vote. For

14
<PAGE> 19
information as to persons known by BNR to beneficially own more than 5.0% of
the outstanding shares of BNR Common Stock as of the Record Date, see "Voting
Securities and Principal Stockholders of BNR."

The presence, in person or by proxy, of a majority of the outstanding
shares of BNR Common Stock is necessary to constitute a quorum of the
stockholders in order to take action at the Special Meeting. For these
purposes, shares of BNR Common Stock that are present, or represented by proxy,
at the Special Meeting will be counted for quorum purposes regardless of
whether the holder of the shares or proxy fails to vote on the Agreement or
whether a broker with discretionary authority fails to exercise its
discretionary voting authority with respect to the Agreement. As discussed
above, once a quorum is established, approval of the Agreement requires the
affirmative vote of the holders of a majority of the voting power of BNR Common
Stock represented at the Special Meeting.

The directors and executive officers of BNR and their affiliates
beneficially owned, as of the Record Date, 51,116 shares (or approximately
15.67% of the outstanding shares) of BNR Common Stock. Each member of the Board
of Directors of BNR has agreed to vote the BNR shares over which he has
voting authority (other than in a fiduciary capacity) in favor of the Merger.
The directors and executive officers of Regions and their affiliates
beneficially owned, as of the Record Date, no shares of BNR Common Stock. As of
that date, no subsidiary of either BNR or Regions held any shares of BNR Common
Stock in a fiduciary capacity for others.

15
<PAGE> 20
DESCRIPTION OF THE TRANSACTION

The following material describes certain aspects of the proposed
Merger. This description does not purport to be complete and is qualified in
its entirety by reference to the Appendices hereto, including the Agreement,
which is attached as Appendix A to this Proxy Statement/Prospectus and
incorporated herein by reference. All stockholders are urged to read the
Appendices in their entirety.

GENERAL

Upon consummation of the Merger, BNR will merge with and into Regions,
the separate existence of BNR will cease, and the Bank, a wholly-owned
subsidiary of BNR, will become a wholly-owned subsidiary of Regions and will
continue in operation serving its current markets as a state-chartered
commercial bank until combined with other banking subsidiaries of Regions
operating in Louisiana. BNR Common Stock will be converted into Regions Common
Stock as described below under "-- Exchange Ratio; Minimum and Maximum
Limitations." Each share of Regions Common Stock outstanding immediately prior
to the Effective Date will remain outstanding and unchanged as a result of the
Merger.

No fractional shares of Regions Common Stock will be issued in
connection with the Merger. In lieu of issuing fractional shares, Regions will
make a cash payment equal to the fractional interest which a BNR stockholder
would otherwise receive multiplied by the Average Closing Price.

EXCHANGE RATIO; MINIMUM AND MAXIMUM LIMITATIONS

Each share of BNR Common Stock (excluding any shares held by BNR,
Regions, or their respective subsidiaries, other than shares held in a
fiduciary capacity or in satisfaction of debts previously contracted, and
shares held by stockholders who perfect their dissenters' rights of appraisal)
issued and outstanding at the Effective Date will be converted into that number
of shares of Regions Common Stock, subject to minimum and maximum limitations,
calculated by dividing $79.70 by the Average Closing Price. The Agreement
defines "Average Closing Price" as the average of the daily closing sale prices
of Regions Common Stock (as reported in The Wall Street Journal or, if not
reported thereby, another authoritative source chosen by Regions) for the 20
consecutive full trading days on which such shares are traded on the Nasdaq
National Market ending on the fifth trading day preceding the Effective Date.
If the Average Closing Price is less than $26.00, the Exchange Ratio will be
3.065, and if the Average Closing Price is greater than $36.00, the Exchange
Ratio will be 2.214.

The operation of the Exchange Ratio is illustrated by the following
table, which shows the effect that various Average Closing Prices would have on
the Exchange Ratio and on the number of shares of Regions Common Stock that
would be issuable in the Merger.

Average Closing Number of Shares
Price of Regions Exchange of Regions Common Stock
Common Stock Ratio Issuable
-------------------- ------------- ------------------------
$26.00 3.065 999,858
27.00 2.9519 962,963
28.00 2.8464 928,547
29.00 2.7483 896,545
30.00 2.6567 866,663
31.00 2.571 838,706
32.00 2.4906 812,479
33.00 2.4152 787,882
34.00 2.3441 764,688
35.00 2.2771 742,831
36.00 2.214 722,247

16
<PAGE> 21
This table is presented for illustration purposes only, and no
inference is intended or may be drawn concerning the actual Average Closing
Price which may occur or the resulting Exchange Ratio. Moreover, BNR
stockholders should be aware that the actual market value of a share of Regions
Common Stock at the Effective Date and at the time certificates for those
shares are delivered following surrender and exchange of certificates for
shares of BNR Common Stock may be more or less than the Average Closing Price.
BNR stockholders are urged to obtain information on the trading price of
Regions Common Stock that is more recent than that provided in this Proxy
Statement/Prospectus. See "Comparative Market Prices and Dividends."

BACKGROUND OF AND REASONS FOR THE MERGER

BACKGROUND OF THE MERGER. In the latter half of 1992, BNR received an
expression of interest from another bank holding company (the "Interest Party")
concerning a possible acquisition of BNR. The Board of BNR met a number of
times during 1992, 1993, and early 1994 to consider that expression of
interest, as well as to review possible strategies for increasing stockholder
value, enhancing the liquidity of BNR Common Stock, and related matters.
Beginning in 1993, Chaffe provided financial advice to the Board of BNR in
connection with this review. During the course of the BNR Board's review, in
response to a request from BNR for indications of interst, BNR provided
financial and other information to certain large financial institutions
(including the Interested Party) from which BNR had received indications of
interest. At a meeting held on January 26, 1994, the BNR Board considered
various options available to BNR, including remaining an independent bank
holding company and negotiating a merger of BNR with a larger financial
institution, along with financial and investment banking advice and analyses
performed by Chaffe with respect thereto. At that meeting, the BNR Board
authorized further discussions with respect to the possible merger of BNR with
a larger financial institution.

In February 1994, Regions commenced discussions with BNR and, in
connection with those discussions, Regions received from BNR certain financial
and other information concerning BNR and the Bank. On March 16, 1994, the BNR
Board met to consider merger proposals that BNR had received from Regions, the
Interested Party and another financial institution. Chaffe reviewed with the
BNR Board the status of negotiations with respect to the proposed merger of BNR
with a larger financial institution, the proposals that had been received from
various of those institutions and Chaffe's analyses and recommendations with
respect to those proposals. Based on the Chaffe analyses and recommendation
and consideration of various other factors, the BNR Board approved entering
into a letter of intent and memorandum of understanding with Regions with
respect to the possible merger of BNR with and into Regions. From March 17,
1994, until April 19, 1994, BNR and Regions negotiated the provisions of the
Agreement. At a meeting of the Board of BNR held on April 20, 1994, the BNR
Board, after receiving the opinion of Chaffe (discussed below), approved
entering into the Agreement with Regions.

BNR'S REASONS FOR THE MERGER. In approving the Merger, the directors
of BNR considered a number of factors. Without assigning any relative or
specific weights to the factors, the BNR Board of Directors considered the
following material factors:

(a) the information presented to the directors by the management of
BNR concerning the business, operations, earnings, asset quality, and financial
condition of BNR, including compliance with regulatory capital requirements on
an historical and prospective basis;

(b) the financial terms of the Merger, including the relationship of
the value of the Regions Common Stock issuable in the Merger to the market
value, tangible book value, and earnings per share of BNR Common Stock, the
partial protection against a decline in the market value of Regions Common
Stock, and the partial participation in any appreciation in value of Regions
Common Stock;

(c) the nonfinancial terms of the Merger, including the treatment of
the Merger as a tax-free exchange of BNR Common Stock for Regions Common Stock
for federal and state income tax purposes;

(d) the likelihood of the Merger being approved by applicable
regulatory authorities without undue conditions or delay;

(e) the report of BNR's financial advisor reviewing a comparison of
BNR to selected peer banks, premiums paid in other merger transactions, a
mark-to-market analysis of BNR, and a discounted cash-flow analysis of BNR; and

(f) the opinion rendered by BNR's financial advisor to the effect
that, from a financial point of view,

17
<PAGE> 22
the exchange of BNR Common Stock for Regions Common Stock on the terms and
conditions set forth in the Agreement is fair to the holders of BNR Common
Stock.

The terms of the Merger were the result of arms-length negotiations
between representatives of BNR and representatives of Regions. Based upon the
consideration of the foregoing factors, the Board of Directors of BNR
unanimously approved the Merger as being in the best interests of BNR and its
stockholders. Each member of the Board of Directors of BNR has agreed to vote
such member's shares in favor of the Merger.

BNR'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT BNR STOCKHOLDERS
VOTE FOR APPROVAL OF THE AGREEMENT.

REGIONS' REASONS FOR THE MERGER. The Regions Board of Directors has
approved the Agreement and determined that the Merger is in the best interests
of Regions and its stockholders. In approving the Agreement, the Regions Board
considered a number of factors. Without assigning any relative or specific
weights to the factors, the Regions Board of Directors considered the following
material factors:

(a) a review, based in part on a presentation by Regions management,
of (i) the business, operations, earnings, and financial condition, including
the capital levels and asset quality, of BNR on an historical, prospective, and
pro forma basis and in comparison to other financial institutions in the area,
(ii) the demographic, economic, and financial characteristics of the markets in
which BNR operates, including existing competition, history of the market areas
with respect to financial institutions, and average demand for credit, on an
historical and prospective basis, and (iii) the results of Regions' due
diligence review of BNR; and

(b) a variety of factors affecting and relating to the overall
strategic focus of Regions, including Regions' desire to expand into markets in
the general vicinity of its core markets.

OPINION OF BNR'S FINANCIAL ADVISOR

GENERAL. Pursuant to an engagement letter dated as of July 6, 1993,
(the "Engagement Letter"), BNR retained Chaffe & Associates, Inc. ("Chaffe") to
act as its financial advisor. Acting pursuant to the Engagement Letter, Chaffe,
at the request of the Board of Directors of BNR, acted as BNR's financial
advisor in connection with the Merger, including providing certain analyses of
the financial terms of the Merger. Chaffe is a recognized investment banking
firm and is experienced in the securities industry, in investment analysis
and appraisal, and in related corporate finance and investment banking
activities, including mergers and acquisitions, corporate recapitalizations,
and valuations for estate, corporate and other purposes. It is frequently
retained to perform similar services for other banks and bank holding
companies. BNR selected Chaffe as its financial advisor on the basis of its
experience and expertise in transactions similiar to the Merger and its
reputation in the banking and investment communities.

SCOPE OF ENGAGEMENT. In connection with its engagement to act as BNR's
financial advisor with respect to the Merger, BNR instructed Chaffe to evaluate
the fairness to the BNR stockholders, from a financial point of view, of the
consideration to be paid pursuant to the provisions of the Agreement for the
shares of BNR Common Stock in the Merger, and to conduct such investigations as
Chaffe deemed appropriate for such purposes. BNR did not place any limitations
on the scope or manner of Chaffe's investigation and review. The consideration
to be received by BNR's stockholders in the Merger was determined by BNR and
Regions in their negotiations.

Chaffe delivered an oral opinion to the BNR Board on April 20, 1994,
subsequently confirmed by written opinion of that date, and a written opinion
dated the date of this Proxy Statement/Prospectus (the "Proxy Statement
Opinion"), in each case to the effect that, based upon the procedures described
in its opinions and such other matters as Chaffe considered relevant, as of the
date of such opinions, the consideration to be received by BNR's stockholders
in the Merger for their shares of BNR Common Stock was fair to the BNR
stockholders, from a financial point of view. The full text of Chaffe's written
opinion as of the date hereof (which is substantially identical to the opinion
dated April 20, 1994) is attached hereto as Appendix B and is incorporated
herein by reference. The description of the opinion set forth herein is
qualified in its entirety by reference to Appendix B. BNR stockholders are
urged to read the opinion in its entirety for a description of the procedures
followed, assumptions made, matters considered and limitations on the reviews
undertaken by Chaffe. Chaffe's opinion is directed to the BNR Board only,
relates only to the consideration to be received by BNR's stockholders in the
Merger for their shares of BNR Common Stock, and does not constitute a
recommendation to any BNR stockholder as to how such stockholder should vote at
the Special Meeting.

18
<PAGE> 23
MATERIALS REVIEWED AND ANALYSES. In connection with rendering its
opinions, Chaffe reviewed and analyzed, among other things, (i) the Agreement
or a draft thereof, (ii) in the case of the Proxy Statement Opinion, the
Registration Statement on Form S-4 of Regions of which this Proxy
Statement/Prospectus is a part, (iii) BNR's Audited Financial Statements for
the years 1988 through 1993; (iv) BNR's unaudited financial statements for the
period ended March 31, 1994; (v) BNR's Annual Report on Form 10-K for 1992, and
Form 10-KSB for 1993 and quarterly report on Forms 10-Q for the quarters ended
March 31, June 30, and September 30, 1993; (vi) BNR's Federal Reserve Forms
FR-Y6 dated as of December 31, 1993 and December 31, 1992; (vii) BNR's income
tax returns for the year 1992; (viii) the Bank's Call Reports for the quarters
ended March 31, June 30, September 30, and December 31, 1992, and March 31,
June 30, September 30, and December 31, 1993; (ix) the Bank's Uniform Bank
Performance Reports dated December 31, 1992, and March 31, June 30, September
30, and December 31, 1993; (x) the Bank's unaudited financial statements for
the period ended March 31, 1994; (xi) the Bank's 1994 Budget; (xii) Bank's
capital plan for the years 1993 through 1998, dated January 17, 1994 under two
scenarios (without and with acquisitions); (xiii) Articles of Incorporation and
By-Laws of BNR, and Charter of Bank; (xiv) various BNR and Bank management
reports, unaudited financial statements, information, documents and
correspondence; (xv) statistical and financial information for BNR and Bank
and for comparable companies derived from various statistical services, as well
as certain publicly-available information; (xvi) Regions' Audited Financial
Statements for the years 1987 through 1990, 1992 and 1993; (xvii) Regions'
Proxy Statement for the Annual Stockholders Meetings held in 1988 through 1991,
1993, and 1994; (xviii) Regions' Annual Report on Form 10-K for the years 1987
through 1990 and 1992, and Form 10-Q for the quarters ended June 30 and
September 30, 1993; (xix) Regions' unaudited quarterly statements for the
quarters ended March 31, June 30, September 30 and December 31, 1988; March 31,
June 30, September 30, 1989; March 31, June 30, September 30 and December 31,
1990; March 31, June 30, September 30 and December 31, 1991; March 31, June 30,
and December 31, 1992; and March 31, June 30, September 30, and December 31,
1993; (xx) various Regions news releases; and (xxi) statistical and financial
information for Regions and for comparable companies derived from various
statistical services, as well as certain publicly-available information and
analysts on Regions.

Chaffe analyzed the historical performance of BNR and considered the
current financial condition, operations and prospects for BNR. Chaffe analyzed
information and data provided by the management of BNR concerning the loans,
other real estate, securities portfolio, fixed assets and operations of BNR,
although it did not perform an independent review of BNR's assets or
liabilities. Chaffe relied solely on BNR for information as to the adequacy of
the loan loss reserve and the value of other real estate held.

Chaffe reviewed certain historical market information for BNR Common
Stock and noted that no independent market exists for such shares. Chaffe
noted that, at present, BNR has authorized 5,000,000 shares, has issued
337,500 shares, has outstanding 326,218 shares, and holds as treasury stock
11,282 shares. Chaffe analyzed the historical performance of Regions and
considered the current financial condition, operations and prospects for
Regions. In addition, Chaffe reviewed certain historical market information
for Regions Common Stock. Chaffe noted that, at March 9, 1994, Regions
had authorized 60 million shares of Regions Common Stock, of which 42,538,040
shares were issued, and 1,475,579 shares were held as treasury stock. Chaffee
noted also in connection with its April 20, 1994 opinion that there was a
proposal to be considered by Regions stockholders at their April 27, 1994
annual meeting to increase the number of authorized shares to 120 million,
which proposal was approved by Regions stockholders.

Also, Chaffe compared certain financial stock and market data for peer
groups of bank holding companies whose securities are publicly traded; reviewed
the financial terms of business combinations in the commercial banking industry
specifically and other industries generally; considered a number of valuation
methodologies, including among others, those that incorporate book value,
deposit base premium and capitalization of earnings; and performed such other
studies and analyses as Chaffe deemed appropriate for purposes of its opinions.
Chaffe's opinions were necessarily based upon market, economic and other
conditions as they existed on, and could be evaluated as of, the respective
dates of its opinions.

In its review, Chaffe relied, without independent verification, upon
the accuracy and completeness of the historical and projected financial
information and other information reviewed by it for purposes of its opinions.
Chaffe expressed no opinion on the tax consequences of the proposed transaction
or the effect of any tax consequences on the value received by the holders of
BNR Common Stock.

In connection with rendering its opinions, and preparing its various
written and oral presentations to the BNR Board, Chaffe performed a variety of
financial analyses. The following is summary of selected analyses performed by
Chaffe in connection with the opinions. The summary set forth below does not
purport to be a complete description of the analyses performed in this regard.

ANALYSIS OF SELECTED MERGER TRANSACTIONS. Chaffe reviewed certain peer
group bank and bank holding company merger and acquisition transactions for the
period January 1, 1993, through March 28, 1994, in which the institution being
acquired had total assets of between $50 million and $500 million, a leverage
ratio less than 8%, a return on average assets greater than 0.50%, and
nonperforming assets less than 2%. In performing its analysis, Chaffe compared
certain financial aspects of the proposed Merger with those of all such peer
group transactions in the United States, all such transactions in the Southern
region of the United States consisting of principally the States of Louisiana,
Mississippi and Alabama, and of all similar transactions in Louisiana, in each
case for the period from January 1, 1993 through March 28, 1994. With respect
to each of these groups of transactions and the proposed Merger, Chaffe
compared for the institutions being acquired the tangible equity, year-to-date
return on average assets, year-to-date return on average equity and ratio of
non-performing assets to total assets. Chaffe also compared the prices to be
received by the stockholders of each institution being acquired as a multiple of
its tangible equity, earnings per share for the four quarters prior to such
transaction, ratio of tangible equity to core deposits, and total assets. The
Louisiana transactions considered in this analysis included, in addition to the
Merger, (Acquiror/Acquiree):

<PAGE> 24
Premier Bancorp/Red River Valley Bank; Premier Bancorp/Heritage
Financial Corp.; Premier Bancorp/National Bank of Commerce; Premier
Bancorp/Alerion Corp.; Regions/Guaranty Bancorp; Hibernia Corporation/First
Continential Bank; Hibernia Corporation/First Bancorp of Louisiana; Hibernia
Corporation/Bastrop National Bank; Hibernia Corporation/Commercial Bancshares,
Inc.; First Bancorp of Louisiana/Southern National; First Commerce
Corporation/First Acadiana National Bank; and Hancock Holding Company/First
State B & T Company. The following table summarizes certain results of this
analysis:

REGIONS/ ALL DEALS DEALS IN
BNR DEALS IN SOUTH LOUISIANA
--- ----- -------- ---------

Seller Total Assets(000)
- Mean $154,327 $143,555 $198,756
- Median $142,440 $114,040 $102,799 $175,316

Seller Tangible Equity 10.97% 9.68% 9.57% 9.72%
Seller YTD ROAA* 1.30% 1.39% 1.34% 1.38%
Seller YTD ROAE* 11.79% 13.16% 13.17% 16.69%
Seller NPA/Assets 1.22% 0.77% 0.59% 1.44%

Price/Tangible Equity 166.00% 168.57% 179.22% 169.15%
Price/4-Quarter EPS 14.10x 13.82x 14.04x 12.07x
Price-Tangible Equity/Core
Deposits 9.43% 9.05% 9.56% 9.56%
Price/Assets 18.25% 17.17% 17.70% 16.38%

* TTM Ended March 31, 1994, BNR Earnings Net of FASB 109 Adjustment.

Conclusions based on this analysis are not mathematical, and involve
complex considerations and judgements concerning differences in financial and
operating characteristics of the companies and other factors that could affect
the public trading and acquisition values of the companies to which they are
being compared.

ANALYSIS OF SELECTED FINANCIAL DATA. Chaffe reviewed and analyzed data
relating to the financial performance and characteristics of BNR and Regions.
Chaffe noted certain strengths of BNR, including its consistent record of
profitability (with a return on assets in 1993 of 1.47% and a return on equity
in 1993 of 13.11%), strong equity (with the ratio of tangible equity to total
assets as of March 31, 1994 of 10.97%), and low non-performing assets (with
the ratio of non-performing assets to total assets as of the end of March 1994
of 0.95%). Chaffe also noted certain weaknesses of BNR, including its low
non-interest bearing deposits (constituting 7.78% of all deposits as of the end
of March 1994) and a slightly high overhead expense (with the ratio of
non-interest expenses to average assets of 3.51% in 1993).

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<PAGE> 25
Chaffe analyzed certain important financial statistics of Regions.
Chaffe found that, as of March 31, 1994, the return on average assets
annualized for 1994, was approximately 1.30%, and the return on average equity,
also annualized for 1994, was approximately 15.55%. Regions' ratio of tangible
equity to total assets as of the end of March 1994 was 8.41%, and the ratio of
non-performing assets to total assets as of the end of March 1994 was 0.63%.

Chaffe also reviewed and compared the historical earnings multiples of
Regions since the beginning of 1991 to four other large bank holding companies
including BancOne, NationsBank Corporation, Barnett Banks, and Wachovia
Corporation. Although the earnings multiples of the five bank holding
companies have fluctuated over time, Regions' earnings multiple usually has
been less than the earning multiples of BancOne, Barnett Banks, and Wachovia
since the beginning of 1991 through the first quarter of 1994; Regions'
earnings multiple usually was greater than that of NationsBank over that same
period.

CERTAIN LIMITATIONS. In arriving at its fairness opinions, Chaffe
considered the analyses outlined above. Chaffe did not rely on any single
analysis, but relied on a combination of factors derived from all of the
analytical procedures employed. The preparation of a fairness opinion is a
complex process and is not necessarily susceptible to partial analysis or
summary description. The summary set forth above does not purport to be a
complete description of Chaffe's analyses. Chaffe believes that the summary
set forth above and Chaffe's analyses must be considered as a whole and that
selecting portions of its analyses, without considering all of its analyses,
would create an incomplete view of the process underlying Chaffe's opinions.

The analyses performed by Chaffe are not necessarily indicative of
actual values or actual future results, which may be significantly more or less
favorable than suggested by such analyses. Additionally, analyses relating to
the value of businesses do not purport to be appraisals or necessarily reflect
the prices at which businesses actually may be sold. Furthermore, Chaffe may
have given various analyses more or less weight than other analyses, and may
have deemed various assumptions more or less probable than other assumptions,
so that the ranges of valuations resulting from any particular analysis
described above should not be taken to the Chaffe's view of the actual value of
either BNR or Regions. The fact that any specific analysis has been referred
to in the summary above is not meant to indicate that such analysis was given
greater weight than any other analysis. In performing its analysis, Chaffe
made numerous assumptions with respect to industry performance, general
business and economic conditions, and other matters, many of which are beyond
the control of BNR or Regions.

COMPENSATION. Prior to its retention in July of 1993 to act as BNR's
financial advisor, Chaffe had provided no services to BNR. Chaffe has not
provided any services to Regions. Neither Chaffe nor any of its officers or
employees has any interest in the Common Stock of BNR or Regions.

BNR has paid Chaffe approximately $150,000 in fees for its services
since July 6, 1993, including its services in rendering the Proxy Statement
Opinion. The fees received by Chaffe in connection with its services to BNR
were not dependent or contingent upon the occurrence or lack thereof of any
transaction.

EFFECTIVE DATE OF THE MERGER

Subject to the conditions to the obligations of the parties to effect
the Merger, the Effective Date will occur on the date and at the time that the
Delaware Certificate of Merger and the Louisiana Certificate of Merger relating
to the Merger are filed and declared effective with, respectively, the Delaware
Secretary of State and the Louisiana Secretary of State. Unless otherwise
agreed upon by Regions and BNR, and subject to the conditions to the
obligations of the parties to effect the Merger, the parties will use their
reasonable efforts to cause the Effective Date to occur on the last business
day of the month in which the last of the following events occur: (i) the
effective date (including the expiration of any applicable waiting period) of
the last federal or state regulatory approval required for the Merger and (ii)
the date on which the Agreement is approved by the requisite vote of BNR
stockholders; or such later date within 30 days thereof as specified by
Regions.

No assurance can be provided that the necessary stockholder and
regulatory approvals can be obtained or that other conditions precedent to the
Merger can or will be satisfied. Regions and BNR anticipate that all conditions
to consummation of the Merger will be satisfied so that the Merger can be
consummated during the third quarter of 1994. However, delays in the
consummation of the Merger could occur.

The Board of Directors of either Regions or BNR generally may
terminate the Agreement if the Merger is not consummated by March 31, 1995,
unless the failure to consummate by that date is the result of a breach of the
Agreement by the party seeking termination. See " -- Conditions to Consummation
of the Merger" and " -- Waiver, Amendment, and Termination of the Agreement."

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<PAGE> 26
DISTRIBUTION OF REGIONS STOCK CERTIFICATES AND PAYMENT FOR FRACTIONAL SHARES

Promptly after the Effective Date, Regions will cause the Exchange
Agent to mail to the former stockholders of BNR a form letter of transmittal,
together with instructions for the exchange of such stockholders' certificates
representing shares of BNR Common Stock for certificates representing shares of
Regions Common Stock.

BNR STOCKHOLDERS SHOULD NOT SEND IN THEIR CERTIFICATES UNTIL THEY
RECEIVE THE FORM LETTER OF TRANSMITTAL AND INSTRUCTIONS. Upon surrender to the
Exchange Agent of certificates for BNR Common Stock, together with a properly
completed letter of transmittal, there will be issued and mailed to each holder
of BNR Common Stock surrendering such items a certificate or certificates
representing the number of shares of Regions Common Stock to which such holder
is entitled, if any, and a check for the amount to be paid in lieu of any
fractional share interest, without interest. After the Effective Date, to the
extent permitted by law, BNR stockholders of record as of the Effective Date
will be entitled to vote at any meeting of holders of Regions Common Stock the
number of whole shares of Regions Common Stock into which their BNR Common
Stock has been converted, regardless of whether such stockholders have
surrendered their BNR Common Stock certificates. Whenever a dividend or other
distribution is declared by Regions on the Regions Common Stock, the record
date for which is at or after the Effective Date, the declaration shall include
dividends or other distributions on all shares issuable pursuant to the
Agreement, but no dividend or other distribution payable after the Effective
Date with respect to Regions Common Stock will be paid to the holder of any
unsurrendered BNR certificate until the holder duly surrenders such
certificate. However, upon surrender of such BNR Common Stock certificate, both
the Regions Common Stock certificate (together with all such undelivered
dividends or other distributions without interest) and any undelivered cash
payments to be paid for fractional share interests (without interest) shall be
delivered and paid with respect to each share represented by such certificate.

After the Effective Date, there will be no transfers of shares of BNR
Common Stock on BNR's stock transfer books. If certificates representing shares
of BNR Common Stock are presented for transfer after the Effective Date, they
will be canceled and exchanged for the shares of Regions Common Stock and a
check for the amount due in lieu of fractional shares, if any, deliverable in
respect thereof.

CONDITIONS TO CONSUMMATION OF THE MERGER

Consummation of the Merger is subject to a number of conditions,
including, but not limited to:

(a) approval from the Federal Reserve and the Louisiana Commissioner,
without any conditions or restrictions that would, in the reasonable judgment
of BNR's Board of Directors (as to approval conditioning or restricting the
operations of BNR) or Regions' Board of Directors, so materially adversely
impact the economic or business benefits of the transactions contemplated by
the Agreement as to render inadvisable the consummation of the Merger;

(b) the approval by the required vote of the holders of BNR Common
Stock represented at the Special Meeting;

(d) the receipt of a satisfactory opinion of counsel that the Merger
qualifies for federal income tax treatment as a reorganization under Section
368(a) of the Code and that the exchange of BNR Common Stock for Regions Common
Stock will not give rise to recognition of gain or loss to BNR stockholders,
except to the extent of any cash received; and

(e) the approval for listing on the Nasdaq National Market of the
shares of Regions Common Stock to be issued in the Merger.

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<PAGE> 27
Consummation of the Merger also is subject to the satisfaction or
waiver of various other conditions specified in the Agreement, including, among
others: (i) the delivery by Regions and BNR of opinions of their respective
counsel and certificates executed by their respective Chief Executive Officers
and Chief Financial Officers as to compliance with the Agreement and (ii) as of
the Effective Date, the accuracy of certain representations and warranties and
the compliance in all material respects with the agreements and covenants of
each party.

REGULATORY APPROVALS

The Merger may not proceed in the absence of receipt of the requisite
regulatory approvals. There can be no assurance that such regulatory approvals
will be obtained or as to the timing of such approvals. There also can be no
assurance that such approvals will not be accompanied by a conditional
requirement which causes such approvals to fail to satisfy the conditions set
forth in the Agreement. Applications for the approvals described below have
been submitted to the appropriate regulatory agencies.

Regions and BNR are not aware of any material governmental approvals
or actions that are required for consummation of the Merger, except as
described below. Should any other approval or action be required, it presently
is contemplated that such approval or action would be sought.

The Merger requires the prior approval of the Federal Reserve,
pursuant to Section 3 of the BHC Act. In granting its approval under Section 3
of the BHC Act, the Federal Reserve must take into consideration, among other
factors, the financial and managerial resources and future prospects of the
institutions and the convenience and needs of the communities to be served. The
relevant statutes prohibit the Federal Reserve from approving the Merger (i) if
it would result in a monopoly or be in furtherance of any combination or
conspiracy to monopolize or attempt to monopolize the business of banking in
any part of the United States or (ii) if its effect in any section of the
country may be to substantially lessen competition or to tend to create a
monopoly, or if it would be a restraint of trade in any other manner, unless
the Federal Reserve finds that any anticompetitive effects are outweighed
clearly by the public interest and the probable effect of the transaction in
meeting the convenience and needs of the communities to be served. Under the
BHC Act, the Merger may not be consummated until the 30th day following the
date of Federal Reserve approval, during which time the United States
Department of Justice may challenge the transaction on antitrust grounds. The
commencement of any antitrust action would stay the effectiveness of the
Federal Reserve's approval, unless a court specifically orders otherwise.

The Merger also is subject to the approval of the Louisiana
Commissioner. In its evaluation, the Louisiana Commissioner will take into
account considerations similar to those applied by the Federal Reserve.

WAIVER, AMENDMENT, AND TERMINATION OF THE AGREEMENT

Prior to the Effective Date, and to the extent permitted by law, any
provision of the Agreement generally may be (i) waived by the party benefitted
by the provision or (ii) amended by a written agreement between Regions and BNR
approved by their respective Boards of Directors; provided, however, that after
approval by the BNR stockholders, no amendment decreasing the consideration to
be received by BNR stockholders may be made without the further approval of
such stockholders.

The Agreement may be terminated, and the Merger abandoned, at any time
prior to the Effective Date, either before or after approval by BNR
stockholders, under certain circumstances, including:

(a) by the Board of Directors of either party upon final denial of
any required regulatory approval, or by the Board of Directors of Regions if
any required regulatory approval is conditioned or restricted in the manner
described under " -- Conditions to Consummation of the Merger" above;

(b) by the Board of Directors of either party, if the stockholders of
BNR fail to vote their approval

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<PAGE> 28
of the Agreement;

(d) by the Board of Directors of either party, in the event of a
breach of any provision of the Agreement which meets certain standards
specified in the Agreement; or

(e) by the Board of Directors of either party if the Merger shall not
have been consummated by March 31, 1995, but only if the failure to consummate
the Merger by such date has not been caused by the terminating party's breach
of the Agreement.

If the Agreement is terminated, the parties will have no further
obligations, except with respect to certain provisions, including those
providing for payment of expenses and restricting disclosure of confidential
information. Further, termination will not relieve the parties from the
consequences of any uncured willful and knowing breach of the Agreement giving
rise to such termination.

CONDUCT OF BUSINESS PENDING THE MERGER

BNR generally has agreed, unless the prior consent of Regions is
obtained, and except as otherwise contemplated by the Agreement, to operate its
business only in the ordinary course, preserve intact its business
organizations and assets, and maintain its rights and franchises. Regions has
agreed to continue to conduct its business in a manner designed in its
reasonable judgment to enhance the long-term value of the Regions Common Stock,
to enhance the business prospects of Regions and its subsidiaries and, to the
extent consistent therewith, preserve intact the core businesses and goodwill
of Regions. Each of BNR and Regions has agreed not to take any action that
would affect, adversely and materially, the ability of either party to perform
its covenants and agreements under the Agreement or to obtain any consent or
approval required for the consummation of the transactions contemplated by the
Agreement. In addition, the Agreement contains certain other restrictions
applicable to the conduct of the business of either BNR or Regions prior to
consummation of the Merger, as described below.

BNR. BNR has agreed not to take certain action relating to the
operation of its business pending consummation of the Merger without the prior
approval of Regions. Those actions generally include, without limitation: (i)
amending its articles of incorporation or bylaws; (ii) incurring, or permitting
any of its subsidiaries to incur, any additional debt or other obligation for
borrowed money in excess of an aggregate of $150,000 (except in the ordinary
course of business consistent with past practices); (iii) acquiring or
exchanging any shares of its capital stock or any securities convertible into
such shares, or paying any distribution in respect of its capital stock, other
than dividends at generally the 1993 annualized rate; (iv) issuing, selling, or
otherwise disposing of any additional shares of BNR capital stock or of capital
stock of any BNR company, any rights to acquire any such stock, or any security
convertible into such stock (except as set forth in the Agreement or pursuant
to the exercise of outstanding stock options); (v) adjusting or reclassifying
any capital stock ; (vi) acquiring direct or indirect control over any other
entity; (vii) granting any increase in compensation or benefits to employees or
officers of any BNR company (except as disclosed to Regions or as required by
law), paying any bonus (except as disclosed to Regions or in accordance with
any existing program or plan), entering into or amending any severance
agreements with officers (except as disclosed to Regions), or granting any
increase in compensation or other benefits to directors of any BNR company;
(viii) entering into or amending any employment contract between any BNR
company and any person that it does not have the unconditional right to
terminate (except as disclosed to Regions and except for any amendment required
by law); (ix) adopting any new employee benefit plan or program of any BNR
company, or materially changing any existing plan or program of any BNR company
(except as disclosed to Regions and except for any change required by law or
advisable to maintain the tax qualified status of any such plan); (x) making
any significant change in any tax or accounting methods or systems of internal
accounting controls (except in conformity to changes in tax laws or generally
accepted

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<PAGE> 29
accounting principles ("GAAP")); (xi) commencing any material litigation
(except in accordance with past practices) or settling any litigation for an
amount in excess of $100,000 or imposing material restrictions on the
operations of any BNR company; or (xii) modifying or terminating any material
contract.

In addition, BNR has agreed not to solicit, directly or indirectly,
any acquisition proposal from any other person or entity. BNR also has agreed
not to negotiate with respect to any such proposal, provide nonpublic
information to any party making such a proposal, or enter into any agreement
with respect to any such proposal, except in compliance with the fiduciary
obligations of its Board of Directors. In addition, BNR has agreed to use
reasonable efforts to cause its advisors and other representatives not to
engage in any of the foregoing activities.

REGIONS. The Agreement prohibits Regions, prior to the earlier of the
Effective Date or the termination of the Agreement, from taking any action that
would materially adversely affect the ability of either party to obtain the
requisite governmental approvals or to perform its covenants and agreements
under the Agreement. Regions has further agreed not to acquire or enter any
agreement to acquire any bank or other financial institution having its
principal business location in Pointe Coupee Parrish, Louisiana before the
consummation of the Merger. Regions has agreed not to amend its Certificate of
Incorporation or By-laws in any manner which is adverse to and discriminates
against holders of BNR Common Stock.

MANAGEMENT FOLLOWING THE MERGER

Consummation of the Merger will not alter the present officers and
directors of Regions. Information concerning the management of Regions is
included in the documents incorporated herein by reference. See "Documents
Incorporated by Reference."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. The Agreement provides
that Regions will, and will cause the Bank to, maintain all rights of
indemnification and advancement of expenses existing in favor of each person
entitled to indemnification from BNR or any of its subsidiaries on terms no
less favorable than the rights provided in the Articles of Incorporation or
Bylaws of BNR or its subsidiaries, as the case may be, or the rights otherwise
in effect on the date of the Agreement, and that such rights will continue in
full force and effect for ten years from the Effective Date with respect to
matters occurring at or prior to the Effective Date. In addition, the Agreement
further provides for a period of one year after the Effective Date, Regions
shall use its reasonable efforts to maintain in effect BNR's existing
directors' and officers' liability insurance policy (or comparable policies)
with respect to claims arising from facts or events which occurred prior to the
Effective Date and covering persons who are currently covered by such
insurance; provided that Regions shall not be obligated to make premium
payments for such one-year period in respect of such policy which exceed 150%
of the annual premium payment for the prior fiscal year.

The Agreement further provides that Regions will indemnify and hold
harmless BNR and each of its directors and officers against any losses, claims,
damages, or liabilities arising out of or based upon an untrue statement or
alleged untrue statement of material fact contained in this Proxy
Statement/Prospectus or arising out of or based upon the omission or alleged
omission to state herein a material fact required to be stated herein or
necessary to make the statements herein not misleading, and will reimburse each
such person for any legal or other expenses reasonably incurred by such person
in connection with investigating or defending any such action or claim;
provided, however, that Regions will not be liable in any such case to the
extent that any such loss, claim, damage, or liability arises out of or is
based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in this Proxy Statement/Prospectus in reliance upon and
in conformity with information furnished to Regions by any indemnified person.

EMPLOYEE BENEFITS. The Agreement also provides that, after the
Effective Date, Regions will provide generally to officers

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<PAGE> 30
and employees of BNR and its subsidiaries who become officers or employees of
Regions or its subsidiaries, employee benefits under employee benefit plans
(other than stock option plans) on terms and conditions that, taken as a whole,
are substantially similar to those currently provided by Regions and its
subsidiaries to their similarly situated officers and employees. For purposes
of participation and vesting (but not benefit accrual) under such employee
benefit plans, service with BNR or its subsidiaries prior to the Effective Date
will be treated as service with Regions or its subsidiaries. The Agreement
further provides that Regions will cause BNR to honor all employment,
severance, consulting, and other compensation contracts disclosed to Regions
between BNR or its subsidiaries and any current or former director, officer, or
employee, and all provisions for vested amounts earned or accrued through the
Effective Date under BNR's benefit plans.

DIRECTORS' DEFERRED COMPENSATION AGREEMENTS. The Bank maintains a
deferred compensation plan for its directors (the "Plan"). Under the Plan,
each participating director may elect to defer receipt of Board fees. The
total amount of this deferred compensation is an unfunded liability of the
Bank, and interest accrues on this amount during each year at a rate equal to
the Bank's "Annual Asset Earnings Rate," defined to mean the Bank's annual
total interest income divided by its average earnings assets, adjusted
annually. All current directors of the Bank are participants in the Plan and
have entered into deferred compensation agreements with the Bank to evidence
such participation. In general, the Plan is intended to permit each
participant to receive his or her deferred benefits following retirement
payable over 15 years. The benefits may become payable before retirement under
certain circumstances, including if the participant dies or ceases to be a
director. The amount of these payments is determined generally by the length
of participation in the Plan, the aggregate amount deferred by the participant,
and the rate of interest.

The deferred compensation agreement of each participant provides that,
if the participant resigns or is removed as a director of the Bank, or not
nominated for re-election, in each case for actions inimical to the Bank's
interests, the agreement terminates. In that event, the participant is entitled
to receive the value of his account plus accrued interest to the date of
payment in a lump sum. If a participant ceases to be a director before
retirement for any other reason, other than death, the participant is entitled
to be paid his accrued benefits in installments over the 15-year period
following the date on which he or she ceases to be a director, or the
participant may elect to defer receipt of such benefits until his or her
planned retirement date.

The deferred compensation agreements have special provisions that apply
if a participant ceases be a director of the Bank after the occurrence of a
"Change in Control," as defined in the Plan. A Change in Control under the
Plan is deemed to have occurred if a person, other than the Bank's Employee
Stock Ownership Trust, becomes the beneficial owner of securities of the Bank
having 25% or more of the total votes that may be cast in the election of
directors. A Change in Control also is deemed to have occurred if, during any
period of two consecutive years, individuals who constitute the Board of
Directors of the Bank at the beginning of such period cease for any reason to
constitute at least a majority of the Board, unless the election or the
nomination for election by the Bank's shareholders of each new director was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such period. The Merger will constitute
a Change in Control under the Plan since, as a result of the Merger, Regions
will acquire all (i.e. more than 25%) of the securities of the Bank entitled to
vote in the election of directors. If a participant ceases to be a director of
the Bank within 24 months following the occurrence of a Change in Control for
any reason other than death or actions inimical to the Bank's interests, the
participant is entitled under the Plan to receive the benefits he otherwise
would be entitled to receive under such circumstances, but increased in amount
by 50%. Furthermore, if the Plan as a whole is terminated following a Change
in Control, the participants become entitled to receive a lump sum plan
termination benefit in lieu of any other benefits payable under the Plan equal
to the greater of the value of the participant's account at the date of
termination increased in amount by 30%, or a lump sum amount specified in such
participant's agreement. With the exception of two participants whose account
balances were less than $3,000.00, the participants' account balances range
from approximately $21,186 to $114,224, and the lump sum amounts payable to
such participants range from approximately $21,362 to $170,080. Accordingly,
if within 24 months after the Merger a director ceases to be a director, other
than as a result of death or for reasons inimical to the Bank, or if the Plan
as a whole is terminated following the Merger, one or more current directors
would become eligible to receive the additional benefits payable under the Plan
in connection with a Change in Control.

CHANGE OF CONTROL ARRANGEMENT. The Bank is party to a change of
control compensation agreement with Mr. Greely, the President and Chief
Executive Officer of BNR and the Bank. Mr. Greely became President and Chief
Executive Officer effective September 10, 1993, and the purpose of the change
of control agreement was to assure that, notwithstanding the occurrence of any
change of control affecting BNR or the Bank, Mr. Greely would receive his
monthly base salary for a period of at least two years beginning September 10,
1993. Accordingly, if Mr. Greely's employment with the Bank is terminated for
any reason other than death or for cause (as defined in the change of control
agreement), and he ceases to be paid monthly compensation at a rate equal to
his monthly base salary of $7,083.33 by the Bank or its successors, he will be
entitled to receive a lump sum payment equal to $170,000 reduced by the sum of
$7,083.33 for each month after September 10, 1993, for which he shall have been
paid his monthly base salary of $7,083.33. Under this agreement, a change of
control includes (i) an acquisition of 35% or more of the combined voting power
of BNR's outstanding stock by a person other than BNR or persons who are
directors of BNR, (ii) the occurrence of any merger, consolidation or
reorganization to which BNR or the Bank is a party and is not the surviving
entity, or (iii) the sale of all or substantially all of the assets of BNR or
the Bank. Also, if Mr. Greely's base salary is reduced after the occurrence of
a change in control but before September 10, 1995, Mr. Greely will be entitled
to receive on September 10, 1995, an amount equal to the difference between the
amount he is actually paid during that period, and the sum of $7,083.33 for
each month elapsed during such period. The change of control agreement does
not entitle Mr. Greely to receive any fringe benefits or directors fees
following the termination of his employment.

REGIONS STOCK OWNERSHIP. As of the Record Date, directors and
executive officers of BNR owned no shares of Regions Common Stock.

DISSENTING STOCKHOLDERS

GENERAL. Each BNR stockholder who objects to the Merger shall be
entitled to the rights and remedies of dissenting stockholders provided in
Section 12:131 of the Louisiana Act, a copy of which is included as Appendix C
to this Proxy Statement/Prospectus.

STATUTORY REQUIREMENTS. The following is a summary of the steps to be
taken by a BNR stockholder who is interested in perfecting such holder's
dissenters' rights, and should be read in conjunction with the full text of
Section 12:131 of the Louisiana Act. Each of the steps enumerated below must be
taken in strict compliance with the applicable provisions of the statute in
order for holders of BNR Common Stock to perfect their dissenters' rights. If
the Merger is approved by 80% or more of the total voting power of BNR, then
dissenters' rights of appraisal will not, in accordance with the Louisiana Act,
be available.

Any written objection, demand, or notice required by the Louisiana Act
in connection with the exercise of dissenters' rights should be sent to BNR, at
107 East Main Street, New Roads, Louisiana 70760, Attention: Charles Ray Smith,
Secretary. It is recommended that all required documents to be delivered by
mail be sent by registered or certified mail with return receipt requested.

Any holder of BNR Common Stock who disapproves of or objects to the
proposed Merger and who wishes to receive in cash the "fair value" of such
shares (determined immediately before the Merger is consummated) may elect to
do so by taking all of the following steps:

(a) Such stockholder must file with BNR, prior to or at the Special
Meeting, a written objection to the proposed Merger.

(b) Such stockholder must vote such holder's shares against the
Merger. If the Merger is approved by the required vote, but by less than 80% of
the total voting power, and the Merger authorized thereby is effected, BNR
promptly thereafter shall give written notice thereof, by registered mail, to
each stockholder who filed such written objection to, and voted such holder's
shares against, the Merger, at such stockholder's last address on BNR's
records.

(c) Each such stockholder must, within 20 days after the mailing of
such notice to such holder, but not thereafter, file with BNR a demand in
writing for the fair cash value of such holder's shares as of the day before
such vote was taken, and such holder must state in such demand the value
demanded, and a post office address to which the reply of BNR may be sent.

(d) At the same time, such stockholder must deposit in escrow in a
chartered bank or trust company located in Pointe Coupee Parish the
certificates representing such holder's shares, duly endorsed and transferred
to BNR upon the sole condition that such certificates shall be delivered to BNR
upon payment of the value of the shares determined in accordance with the
provisions of Section 12:131.

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<PAGE> 31
(e) With the demand, the stockholder must deliver to BNR the written
acknowledgment of such bank or trust company that it so holds such holder's
certificates of stock.

Unless the objection, demand, and acknowledgment are made and
delivered by the stockholder within the required time period, such holder
conclusively shall be presumed to have acquiesced in the Merger. If BNR does
not agree to the value so stated and demanded, or does not agree that a payment
is due, it shall, within 20 days after receipt of such demand and
acknowledgment, notify the stockholder in writing, at the designated post
office address, of its disagreement and shall state in such notice the value it
will agree to pay if any payment should be held to be due; otherwise it shall
be liable for, and shall pay to the dissatisfied stockholder, the value
demanded.

In case of disagreement as to such fair cash value, or as to whether
any payment is due, after compliance by the parties with the provisions
described above, the dissatisfied stockholder, within 60 days after receipt of
notice in writing of BNR's disagreement, but not thereafter, may file suit
against BNR, or the merged or consolidated corporation, as the case may be, in
the district court of Pointe Coupee Parish, praying the court to fix and decree
the fair cash value of the dissatisfied stockholder's shares of BNR Common
Stock as of the day before such corporate action complained of was taken, and
the court shall, on such evidence as may be adduced in relation thereto,
determine summarily whether any payment is due and, if so, such cash value and
render judgment accordingly. Any stockholder entitled to file such suit, within
such 60-day period, but not thereafter, may intervene as a plaintiff in such
suit filed by another stockholder and recover therein judgment against BNR for
the fair cash value of such holder's shares of BNR Common Stock. Failure of the
stockholder to bring suit, or to intervene in such a suit, within 60 days after
receipt of notice of disagreement by BNR conclusively shall bind the
stockholder (i) by BNR's statement that no payment is due or (ii) if BNR does
not contend that no payment is due, to accept the value of such holder's shares
of BNR Common Stock as fixed by BNR in its notice of disagreement.

Any stockholder who fails to timely take each of the required actions
outlined above will not be entitled to exercise the rights of a dissenting
stockholder. Any stockholder who timely takes each of the required actions
outlined above thereafter shall retain all rights of a stockholder, except the
right to receive shares of Regions Common Stock, until those rights are
modified by the effectuation of the proposed Merger.

A stockholder, upon filing a demand for the value of such holder's
shares, shall cease to have any of the rights of a stockholder, except the
rights accorded by Section 12:131 of the Louisiana Act. Such a demand may be
withdrawn by the stockholder at any time before BNR gives notice of
disagreement, as provided by the Louisiana Act. After such notice of
disagreement is given, withdrawal of a notice of election shall require the
written consent of BNR. If a notice of election is withdrawn, or the Merger is
abandoned or rescinded, or a court shall determine that the stockholder is not
entitled to receive payment for such holder's shares of BNR Common Stock, or
the stockholder shall otherwise lose such holder's dissenter's rights, such
holder shall not have the right to receive payment for such holder's shares of
BNR Common Stock, such holder's share certificates shall be returned (and, on
such holder's request, new certificates shall be issued in exchange for the old
ones endorsed to BNR), and such holder shall be reinstated to all rights as a
stockholder as of the filing of his demand for value, including any intervening
preemptive rights, and the right to payment of any intervening dividend or
other distribution, or if any such rights have expired or any such dividend or
distribution other than in cash has been completed, in lieu thereof, at the
election of BNR, the fair value thereof in cash as determined by the BNR Board
or, if the Merger shall have been consummated, the Regions Board as of the time
of such expiration or completion, but without prejudice otherwise to any
corporate proceedings that may have been taken in the interim.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

THE FOLLOWING IS A SUMMARY OF CERTAIN ANTICIPATED FEDERAL INCOME TAX
CONSEQUENCES OF THE MERGER. THIS SUMMARY IS BASED ON THE FEDERAL INCOME TAX
LAWS NOW IN EFFECT AND AS CURRENTLY INTERPRETED; IT DOES

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NOT TAKE INTO ACCOUNT POSSIBLE CHANGES IN SUCH LAWS OR INTERPRETATIONS,
INCLUDING AMENDMENTS TO APPLICABLE STATUTES OR REGULATIONS OR CHANGES IN
JUDICIAL OR ADMINISTRATIVE RULINGS, SOME OF WHICH MAY HAVE RETROACTIVE EFFECT.
THIS SUMMARY DOES NOT PURPORT TO ADDRESS ALL ASPECTS OF THE POSSIBLE FEDERAL
INCOME TAX CONSEQUENCES OF THE MERGER AND IS NOT INTENDED AS TAX ADVICE TO ANY
PERSON. IN PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, THIS SUMMARY DOES
NOT ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO STOCKHOLDERS
IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES OR STATUS (FOR EXAMPLE, AS FOREIGN
PERSONS, TAX-EXEMPT ENTITIES, DEALERS IN SECURITIES, INSURANCE COMPANIES, AND
CORPORATIONS, AMONG OTHERS). NOR DOES THIS SUMMARY ADDRESS ANY CONSEQUENCES OF
THE MERGER UNDER ANY STATE, LOCAL, ESTATE, OR FOREIGN TAX LAWS. STOCKHOLDERS,
THEREFORE, ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX
CONSEQUENCES TO THEM OF THE MERGER, INCLUDING TAX RETURN REPORTING
REQUIREMENTS, THE APPLICATION AND EFFECT OF FEDERAL, FOREIGN, STATE, LOCAL, AND
OTHER TAX LAWS, AND THE IMPLICATIONS OF ANY PROPOSED CHANGES IN THE TAX LAWS.

A federal income tax ruling with respect to this transaction was not
requested from the Internal Revenue Service. Instead, Alston & Bird, special
counsel to Regions, has rendered an opinion to Regions and BNR concerning
certain federal income tax consequences of the proposed Merger under federal
income tax law. It is such firm's opinion that:

(a) Provided the Merger qualifies as a statutory merger under the
Delaware GCL and the Louisiana Act, the Merger will be a reorganization within
the meaning of Section 368(a)(1)(A). BNR and Regions will each be "a party to a
reorganization" within the meaning of Section 368(b).

(b) BNR will recognize no gain or loss upon the transfer of its
assets to Regions in exchange solely for Regions Common Stock and the
assumption by Regions of the liabilities of BNR.

(d) The basis of BNR's assets in the hands of Regions will, in each
case, be the same as the basis of those assets in the hands of BNR immediately
prior to the transaction.

(e) The holding period of the assets of BNR in the hands of Regions
will, in each case, include the period during which such assets were held by
BNR.

(f) The stockholders of BNR will recognize no gain or loss upon the
exchange of their BNR Common Stock solely for shares of Regions Common Stock.

(g) The basis of the Regions Common Stock received by the BNR
stockholders in the proposed transaction will, in each instance, be the same as
the basis of the BNR Common Stock surrendered in exchange therefor.

(h) The holding period of the Regions Common Stock received by the
BNR stockholders will, in each instance, include the period during which the
BNR Common Stock surrendered in exchange therefor was held, provided that the
BNR Common Stock was held as a capital asset on the date of the exchange.

(i) The payment of cash to BNR stockholders in lieu of fractional
share interests of Regions Common Stock will be treated for federal income tax
purposes as if the fractional shares were distributed as part of the exchange
and then were redeemed by Regions. These cash payments will be treated as
having been received as distributions in full payment in exchange for the stock
redeemed as provided in Section 302(a).

(j) Where solely cash is received by a BNR stockholder in exchange
for his BNR Common Stock pursuant to the exercise of dissenters' rights, such
cash will be treated as having been received in redemption of his BNR Common
Stock, subject to the provisions and limitations of Section 302.

THE TAX OPINION DOES NOT ADDRESS ANY STATE, LOCAL, OR OTHER TAX
CONSEQUENCES OF THE MERGER. BNR

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STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES OF THE PROPOSED TRANSACTION TO THEM INDIVIDUALLY, INCLUDING TAX
CONSEQUENCES UNDER STATE OR LOCAL LAW.

ACCOUNTING TREATMENT

It is anticipated that the Merger will be accounted for as a
"pooling-of-interests," as that term is used pursuant to GAAP, for accounting
and financial reporting purposes. Under the pooling-of-interests method of
accounting, assets, liabilities, and equity of the acquired company are carried
forward to the combined entity at their historical amounts.

All unaudited pro forma financial information contained in this Proxy
Statement/Prospectus has been prepared using the pooling-of-interests method to
account for the Merger. See "Summary -- Comparative Per Share Data."

EXPENSES AND FEES

The Agreement provides, in general, that each of the parties will bear
and pay its own expenses in connection with the transactions contemplated by
the Agreement, including fees and expenses of its own financial or other
consultants, investment bankers, accountants, and counsel, except that Regions
will bear and pay the filing fees and printing costs in connection with this
Proxy Statement/Prospectus.

RESALES OF THE REGIONS COMMON STOCK

The Regions Common Stock to be issued to BNR stockholders in the
Merger has been registered under the Securities Act, but that registration does
not cover resales of those shares by persons who control, are controlled by, or
are under common control with, BNR (such persons are referred to hereinafter as
"affiliates" and generally include executive officers, directors, and 10%
stockholders) at the time of the Special Meeting. Affiliates may not sell
shares of Regions Common Stock acquired in connection with the Merger, except
pursuant to an effective registration statement under the Securities Act or in
compliance with SEC Rule 145 or another applicable exemption from the
Securities Act registration requirements.

Each person who BNR reasonably believes to be an affiliate of BNR has
delivered to Regions a written agreement providing that such person generally
will not sell, pledge, transfer, or otherwise dispose of any Regions Common
Stock to be received by such person upon consummation of the Merger, except in
compliance with the Securities Act and the rules and regulations of the SEC
promulgated thereunder.

EFFECT OF THE MERGER ON RIGHTS OF STOCKHOLDERS

As a result of the Merger, holders of BNR Common Stock will be
exchanging their shares of a Louisiana corporation governed by the Louisiana
Act and BNR's Articles of Incorporation, as amended, (the "Articles"), and
Bylaws, for shares of Regions, a Delaware corporation governed by the Delaware
GCL and Regions' Certificate of Incorporation (the "Certificate") and Bylaws.
Certain significant differences exist between the rights of BNR stockholders
and those of Regions stockholders. The differences deemed material by BNR and
Regions are summarized below. In particular, Regions' Certificate and Bylaws
contain several provisions that may be deemed to have an antitakeover effect in
that they could impede or prevent an acquisition of Regions unless the
potential acquirer has obtained the approval of Regions' Board of Directors.
The following discussion is necessarily general; it is not intended to be a
complete statement of all differences affecting the rights of stockholders and
their respective entities, and it is qualified in its entirety by reference to
the Louisiana Act and the Delaware GCL as well as to Regions' Certificate and
Bylaws and BNR's Articles and Bylaws.

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ANTITAKEOVER PROVISIONS GENERALLY

The provisions of Regions' Certificate and Bylaws described below
under the headings, "Authorized Capital Stock," "Amendment of Certificate of
Incorporation and Bylaws," "Classified Board of Directors and Absence of
Cumulative Voting," "Removal of Directors," "Director Exculpation," "Special
Meetings of Stockholders," "Actions by Stockholders Without a Meeting,"
"Stockholder Nominations and Proposals," and "Mergers, Consolidations, and
Sales of Assets Generally," and the provisions of the Delaware GCL described
under the heading "Business Combinations With Certain Persons," are referred to
herein as the "Protective Provisions." In general, one purpose of the
Protective Provisions is to assist Regions' Board of Directors in playing a
role in connection with attempts to acquire control of Regions, so that the
Board can further and protect the interests of Regions and its stockholders as
appropriate under the circumstances, including, if the Board determines that a
sale of control is in their best interests, by enhancing the Board's ability to
maximize the value to be received by the stockholders upon such a sale.

Although Regions' management believes the Protective Provisions are,
therefore, beneficial to Regions' stockholders, the Protective Provisions also
may tend to discourage some takeover bids. As a result, Regions' stockholders
may be deprived of opportunities to sell some or all of their shares at prices
that represent a premium over prevailing market prices. On the other hand,
defeating undesirable acquisition offers can be a very expensive and
time-consuming process. To the extent that the Protective Provisions discourage
undesirable proposals, Regions may be able to avoid those expenditures of time
and money.

The Protective Provisions also may discourage open market purchases by
a potential acquirer. Such purchases may increase the market price of Regions
Common Stock temporarily, enabling stockholders to sell their shares at a price
higher than that which otherwise would prevail. In addition, the Protective
Provisions may decrease the market price of Regions Common Stock by making the
stock less attractive to persons who invest in securities in anticipation of
price increases from potential acquisition attempts. The Protective Provisions
also may make it more difficult and time consuming for a potential acquirer to
obtain control of Regions through replacing the Board of Directors and
management. Furthermore, the Protective Provisions may make it more difficult
for Regions' stockholders to replace the Board of Directors or management, even
if a majority of the stockholders believe such replacement is in the best
interests of Regions. As a result, the Protective Provisions may tend to
perpetuate the incumbent Board of Directors and management.

AUTHORIZED CAPITAL STOCK

REGIONS. The Certificate authorizes the issuance of up to 120,000,000
shares of Regions Common Stock, of which 42,538,946 shares were issued,
including 1,474,579 treasury shares as of March 31, 1994. Regions' Board of
Directors may authorize the issuance of additional authorized shares of Regions
Common Stock without further action by Regions' stockholders, unless such
action is required in a particular case by applicable laws or regulations or by
any stock exchange upon which Regions' capital stock may be listed.

The authority to issue additional shares of Regions Common Stock
provides Regions with the flexibility necessary to meet its future needs
without the delay resulting from seeking stockholder approval. The authorized
but unissued shares of Regions Common Stock will be issuable from time to time
for any corporate purpose, including, without limitation, stock splits, stock
dividends, employee benefit and compensation plans, acquisitions, and public or
private sales for cash as a means of raising capital. Such shares could be used
to dilute the stock ownership of persons seeking to obtain control of Regions.
In addition, the sale of a substantial number of shares of Regions Common Stock
to persons who have an understanding with Regions concerning the voting of such
shares, or the distribution or declaration of a dividend of shares of Regions
Common Stock (or the right to receive Regions Common Stock) to Regions
stockholders, may have the effect of discouraging or increasing the cost of
unsolicited attempts to acquire control of Regions.

BNR. BNR's authorized capital stock consists of 5,000,000 shares of
BNR Common Stock, of which

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337,500 shares were issued, including 11,282 treasury shares, as of ,
1994. Under the Louisiana Act, the BNR Board may issue additional authorized
shares of BNR Common Stock without further action of the BNR stockholders. The
Louisiana Act provides that stockholders will only have such preemptive rights
to purchase or subscribe to any unissued authorized shares or any option or
warrant for the purchase thereof as may be provided in the articles of
incorporation. The BNR Articles do not grant any preemptive rights to the BNR
stockholders.

AMENDMENT OF CERTIFICATE OR ARTICLES OF INCORPORATION AND BYLAWS

REGIONS. The Delaware GCL generally provides that the approval of a
corporation's board of directors and the affirmative vote of a majority of (i)
all shares entitled to vote thereon and (ii) the shares of each class of stock
entitled to vote thereon as a class, is required to amend a corporation's
certificate of incorporation, unless the certificate specifies a greater voting
requirement. The Certificate states that its provisions regarding authorized
capital stock, election, classification, and removal of directors, the approval
required for certain business combinations, meetings of stockholders, and
amendment of the Certificate and Bylaws may be amended or repealed only by the
affirmative vote of the holders of at least 75% of the outstanding shares of
Regions voting stock, voting together as a single class.

The Certificate also provides that the Board of Directors has the
power to adopt, amend, or repeal the Bylaws. Any action taken by the
stockholders with respect to adopting, amending, or repealing any Bylaws may be
taken only upon the affirmative vote of the holders of at least 75% of the
voting power of Regions' voting stock.

BNR. The Louisiana Act generally provides that a Louisiana
corporation's articles of incorporation may be amended by the affirmative vote
of at least two-thirds of the voting power present, or by such larger or
smaller percentage of the voting power present, but not less than a majority,
as the articles of incorporation require. The BNR Articles provide that those
provisions of the BNR Articles that pertain to (i) the election, classification
and removal of directors, (ii) the approval required for certain business
combinations, and (iii) the amendment of the BNR Articles, may be amended or
repealed only by the affirmative vote of the holders of 75% of the total voting
power of BNR. All other provisions of the BNR Articles, including those
pertaining to authorized capital stock and meetings of stockholders, may be
amended, altered, changed, or repealed by the affirmative vote of a majority of
the voting power present. The BNR Articles and Bylaws also provide that the BNR
Board may adopt, amend, or repeal the BNR Bylaws, and the BNR stockholders may
adopt, amend, or repeal any Bylaws by the affirmative vote of the holders of
75% of the total voting power of BNR's voting stock.

CLASSIFIED BOARD OF DIRECTORS AND ABSENCE OF CUMULATIVE VOTING

REGIONS. The Certificate provides that Regions' Board of Directors is
divided into three classes, with each class to be as nearly equal in number as
possible. The directors in each class serve three-year terms of office.

The effect of Regions' having a classified Board of Directors is that
only approximately one-third of the members of the Board is elected each year,
which effectively requires two annual meetings for Regions' stockholders to
change a majority of the members of the Board.

Pursuant to the Certificate, each stockholder generally is entitled to
one vote for each share of Regions stock held and is not entitled to cumulative
voting rights in the election of directors. With cumulative voting, a
stockholder has the right to cast a number of votes equal to the total number
of such holder's shares multiplied by the number of directors to be elected.
The stockholder has the right to cast all of such holder's votes in favor of
one candidate or to distribute such holder's votes in any manner among any
number of candidates. Directors are elected by a plurality of the total votes
cast by all stockholders. With cumulative voting, it may be possible for
minority stockholders to obtain representation on the Board of Directors.

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Without cumulative voting, the holders of more than 50% of the shares of
Regions Common Stock generally have the ability to elect 100% of the directors.
As a result, the holders of the remaining Regions Common Stock effectively may
not be able to elect any person to the Board of Directors. The absence of
cumulative voting thus could make it more difficult for a stockholder who
acquires less than a majority of the shares of Regions Common Stock to obtain
representation on Regions' Board of Directors.

BNR. The BNR Articles and Bylaws state that BNR's Board shall be
divided into three classes as nearly equal in number as possible, with the
directors in each class to serve three-year terms of office.

The BNR Bylaws also state that each stockholder of BNR is entitled to
one vote for each share of BNR stock held. The Louisiana Act states that the
articles of incorporation may provide for cumulative voting, but the BNR
Articles do not provide for cumulative voting.

REMOVAL OF DIRECTORS

REGIONS. Under the Certificate, any director or the entire Board of
Directors may be removed only for cause and only by the affirmative vote of the
holders of 75% of Regions' voting stock.

BNR. Pursuant to BNR's Articles, any director may be removed, at any
special meeting called for the purpose, only for cause and only by the
affirmative vote of 75% or more of the voting power of BNR.

LIMITATIONS ON DIRECTOR LIABILITY

REGIONS. The Certificate provides that a director of Regions will
have no personal liability to Regions or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) the payment of
certain unlawful dividends and the making of certain unlawful stock purchases
or redemptions, or (iv) any transaction from which the director derived an
improper personal benefit.

Although this provision does not affect the availability of injunctive
or other equitable relief as a remedy for a breach of duty by a director, it
does limit the remedies available to a stockholder who has a valid claim that a
director acted in violation of his duties, if the action is among those as to
which liability is limited. This provision may reduce the likelihood of
stockholder derivative litigation against directors and may discourage or deter
stockholders or management from bringing a lawsuit against directors for breach
of their duties, even though such action, if successful, might have benefitted
Regions and its stockholders. The SEC has taken the position that similar
provisions added to other corporations' certificates of incorporation would not
protect those corporations' directors from liability for violations of the
federal securities laws.

BNR. The BNR Articles provide that a director of BNR will not have
personal liability to BNR or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability resulting from (i) any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) unlawful
distribution of the corporation's assets to, or redemption or repurchase of the
corporation's shares from, stockholders of BNR, under and to the extent
provided in the Louisiana Act, or (iv) any transaction in which the director
derived an improper personal benefit.

INDEMNIFICATION

REGIONS. The Certificate provides that Regions will indemnify its
officers, directors, employees, and agents to the full extent permitted by the
Delaware GCL. Under Section 145 of the Delaware GCL as currently in effect,
other than in actions brought by or in the right of Regions, such
indemnification would apply if it

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were determined in the specific case that the proposed indemnitee acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of Regions and, with respect to any criminal
proceeding, if such person had no reasonable cause to believe that the conduct
was unlawful. In actions brought by or in the right of Regions, such
indemnification probably would be limited to reasonable expenses (including
attorneys' fees) and would apply if it were determined in the specific case
that the proposed indemnitee acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of Regions,
except that no indemnification may be made with respect to any matter as to
which such person is adjudged liable to Regions, unless, and only to the extent
that, the court determines upon application that, in view of all the
circumstances of the case, the proposed indemnitee is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper. To the
extent that any director, officer, employee, or agent of Regions has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding, as discussed herein, whether civil, criminal, administrative, or
investigative, such person must be indemnified against reasonable expenses
incurred by him in connection therewith.

BNR. The BNR Articles and Bylaws provide that BNR shall indemnify its
officers and directors and the officers and directors of the Bank, and may
indemnify the employees and agents of BNR or the Bank, to the full extent
permitted by Section 12:83 of the Louisiana Act. The provisions of the
Louisiana Act permit more extensive indemnification than that provided under
the Delaware GCL and provides that the indemnification and advancement of
expenses provisions under the Louisiana Act are not exclusive of any other
rights to which the person receiving indemnification or advancement of expenses
is entitled under, among other things, any bylaws of the corporation; provided
that no such other indemnification measure shall permit indemnification of any
person for the results of such person's willful or intentional misconduct.

SPECIAL MEETINGS OF STOCKHOLDERS

REGIONS. Regions' Certificate and Bylaws provide that such meetings
may be called at any time, but only by the Chief Executive Officer, the
Secretary, or the Board of Directors of Regions. Regions stockholders do not
have the right to call a special meeting or to require that Regions' Board of
Directors call such a meeting. This provision, combined with other provisions
of the Certificate and the restriction on the removal of directors, would
prevent a substantial stockholder from compelling stockholder consideration of
any proposal (such as a proposal for a business combination) over the
opposition of Regions' Board of Directors by calling a special meeting of
stockholders at which such stockholder could replace the entire Board with
nominees who were in favor of such proposal.

BNR. Under BNR's Bylaws, special meetings of the stockholders, for
any purpose or purposes, may be called by the President, Board of Directors, or
the holders of not less than one-third of all shares of BNR voting stock.

ACTIONS BY STOCKHOLDERS WITHOUT A MEETING

REGIONS. The Certificate provides that any action required or
permitted to be taken by Regions stockholders must be effected at a duly called
meeting of stockholders and may not be effected by any written consent by the
stockholders. These provisions would prevent stockholders from taking action,
including action on a business combination, except at an annual or special
meeting called by the Board of Directors, even if a majority of the
stockholders were in favor of such action.

BNR. Under the Louisiana Act, any action which may be taken at a
meeting of BNR's stockholders may be taken without a meeting if the written
consent thereto is signed by all of the stockholders entitled to vote thereon.

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STOCKHOLDER NOMINATIONS AND PROPOSALS

REGIONS. Regions' Certificate and Bylaws provide that any nomination
by stockholders of individuals for election to the Board of Directors must be
made by delivering written notice of such nomination (the "Nomination Notice")
to the Secretary of Regions not less than 14 days nor more than 50 days before
any meeting of the stockholders called for the election of directors; provided,
however, that if less than 21 days' notice of the meeting is given to
stockholders, the Nomination Notice must be delivered to the Secretary of
Regions not later than the seventh day following the day on which notice of the
meeting was mailed to stockholders. The Nomination Notice must set forth
certain background information about the persons to be nominated, including
information concerning (i) the name, age, business, and, if known, residential
address of each nominee, (ii) the principal occupation or employment of each
such nominee, and (iii) the number of shares of Regions capital stock
beneficially owned by each such nominee. The Board of Directors is not required
to nominate in the annual proxy statement any person so proposed; however,
compliance with this procedure would permit a stockholder to nominate the
individual at the stockholders' meeting, and any stockholder may vote such
holder's shares in person or by proxy for any individual such holder desires.

BNR. Neither the Louisiana Act nor the BNR Articles or Bylaws set
forth any provisions expressly forbidding or permitting a stockholder to submit
a proposal for consideration at a stockholders' meeting or to nominate any
person for election as a director or any procedure for stockholder nominations
and proposals.

BUSINESS COMBINATIONS WITH CERTAIN PERSONS

REGIONS. Section 203 of the Delaware GCL ("Section 203") places
certain restrictions on "business combinations" (as defined in Section 203,
generally including mergers, sales and leases of assets, issuances of
securities, and similar transactions) by Delaware corporations with an
"interested stockholder" (as defined in Section 203, generally the beneficial
owner of 15% or more of the corporation's outstanding voting stock). Section
203 generally applies to Delaware corporations, such as Regions, that have a
class of voting stock listed on a national securities exchange, authorized for
quotation on an interdealer quotation system of a registered national
securities association, or held of record by more than 2,000 stockholders,
unless the corporation expressly elects in its certificate of incorporation or
bylaws not to be governed by Section 203.

Regions has not specifically elected to avoid the application of
Section 203. As a result, Section 203 generally would prohibit a business
combination by Regions or a subsidiary with an interested stockholder within
three years after the person or entity becomes an interested stockholder,
unless (i) prior to the time when the person or entity becomes an interested
stockholder, Regions' Board of Directors approved either the business
combination or the transaction pursuant to which such person or entity became
an interested stockholder, (ii) upon consummation of the transaction in which
the person or entity became an interested stockholder, the interested
stockholder held at least 85% of the outstanding Regions voting stock
(excluding shares held by persons who are both officers and directors and
shares held by certain employee benefit plans), or (iii) once the person or
entity becomes an interested stockholder, the business combination is approved
by Regions' Board of Directors and by the holders of at least two-thirds of the
outstanding Regions voting stock, excluding shares owned by the interested
stockholder.

BNR. Sections 12:132-134 of the Louisiana Act (the "Fair Price
Provisions") place restrictions on "business combinations" (as defined in
Section 12:132(4) of the Louisiana Act to include, generally, mergers,
consolidations, share exchanges, sales and leases of assets, issuances of
securities, and similar transactions) by certain Louisiana corporations
(including BNR) with an "interested stockholder" (as defined in Section
12:132(9) of the Louisiana Act to include, generally, the beneficial owner of
10% or more of the voting power of the then outstanding voting stock). The Fair
Price Provisions generally do not apply if the stockholders receive in the
business combination consideration for their shares determined under a set of
complex provisions, the effect of which can be to deter certain acquisitions
of stock of a corporation that is subject to the Fair Price Provisions.

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A corporation is entitled under certain circumstances to elect not to
be subject to the Fair Price Provisions of the Louisiana Act respecting
business combinations. If such election is not made, and if Sections 12:132-134
of the Louisiana Act otherwise apply, Section 12:133 generally would prohibit a
business combination by BNR with an interested stockholder unless the business
combination is recommended by BNR's Board of Directors and approved by the
affirmative vote of at least each of the following: (i) 80% of the votes
entitled to be cast by outstanding shares of BNR voting stock voting together
as a single voting group, and (ii) 66 2/3% of the votes entitled to be cast by
holders of BNR voting stock, other than voting stock held by the interested
stockholder who is a party to the business combination with BNR, voting
together as a single voting group. By resolution of its Board, BNR has elected
not to have the provisions of Sections 12:132-134 apply to the proposed Merger
and, accordingly, Section 133 does not apply to the Merger.

Under Sections 12:135 through 140.2 of the Louisiana Act (the "Control
Share Law"), a person who acquires shares in certain Louisiana corporations
(including BNR) and as a result increases such person's voting power in the
corporation to or above any of three threshold levels (i.e., 20%, 33 1/3%, and
50%), acquires the voting rights with respect to such shares only to the extent
granted by a majority of the pre-existing, disinterested stockholders of the
corporation. Certain acquisitions of shares are exempted from the provisions of
the Control Share Law, including acquisitions pursuant to a merger,
consolidation, or share exchange agreement to which the issuing public
corporation is a party. Since Regions' acquisition of BNR Common Stock is to be
made pursuant to a merger and BNR and Regions are parties to the Agreement with
respect thereto, the Control Share Law does not apply to the Merger.

MERGERS, CONSOLIDATIONS, AND SALES OF ASSETS GENERALLY

REGIONS. The Certificate generally requires the affirmative vote of
the holders of at least 75% of the outstanding voting stock of Regions to
effect (i) any merger or consolidation with or into any other corporation, or
(ii) any sale or lease of any substantial part of the assets of Regions to any
party that beneficially owns 5.0% or more of the outstanding shares of Regions
voting stock, unless the transaction was approved by Regions' Board of
Directors before the other party became a 5.0% beneficial owner or is approved
by 75% or more of the full Board after the party becomes such a 5.0% beneficial
owner.

BNR. Under BNR's Articles, the affirmative vote or consent of the
holders of 75% or more of the total voting power of BNR is required to approve
(i) a merger or consolidation of BNR or the Bank, with or into any other
corporation, (ii) any sale or lease of all or any substantial part of the assets
of BNR or the Bank to any other corporation, person, or other entity, or (iii)
any sale or lease to BNR or the Bank of any assets (except assets having an
aggregate fair market value of an amount less than 5.0% of the consolidated
stockholders' equity of BNR as reflected on its most recent year-end audited
financial statements) in exchange for voting securities of BNR or the Bank (or
securities convertible into such voting securities or options, warrants, or
rights to purchase such voting securities or securities convertible into such
voting securities), if such other corporation, person or entity, which is a
party to such transaction, is the beneficial owner, directly or indirectly of
5.0% or more of BNR's outstanding common stock. However, the foregoing 75%
approval is not required (x) if BNR's Board of Directors approves a memorandum
of understanding with the other party to the transaction before such party
becomes a beneficial owner of more than 5.0% of the outstanding shares of BNR
Common Stock, or such transaction is unanimously approved by the full Board at
any time prior to the consummation of such transaction or (y) in any merger or
consolidation of BNR with, or any sale or lease to BNR or the Bank of any
assets of or sale or lease by BNR or the Bank of any of its assets to, any
corporation of which a majority of the outstanding shares of stock entitled to
vote in elections of directors is owned of record or beneficially by BNR. BNR's
Board approved a memorandum of understanding with Regions at a time when
Regions did not have beneficial ownership of any shares of BNR Common Stock and
has unanimously approved the Merger. Accordingly, this provision of the BNR
Articles is not applicable to the Merger.

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<PAGE> 40
For transactions to which the foregoing 75% approval is not required,
certain other provisions of BNR's Articles and the Louisiana Act apply. The
Louisiana Act generally requires the affirmative vote of at least two-thirds of
the voting power present, or such larger or smaller vote, but not less than a
majority, of the voting power present or the total voting power as the articles
of incorporation may prescribe to effect (i) any merger or consolidation with
or into any other corporation or (ii) any sale or lease of any substantial part
of BNR's assets. The BNR Articles provide that a majority of BNR's voting power
is sufficient to constitute corporate action, unless a higher vote is made
mandatory by law or by another provision of the BNR Articles.

DISSENTERS' RIGHTS OF APPRAISAL

REGIONS. The rights of appraisal of dissenting stockholders of
Regions are governed by the Delaware GCL. Pursuant thereto, except as described
below, any stockholder has the right to dissent from any merger of which
Regions could be a constituent corporation. No appraisal rights are available,
however, for (i) the shares of any class or series of stock that is either
listed on a national securities exchange, quoted on the Nasdaq National Market,
or held of record by more than 2,000 stockholders or (ii) any shares of stock
of the constituent corporation surviving a merger if the merger did not require
the approval of the surviving corporation's stockholders, unless, in either
case, the holders of such stock are required by an agreement of merger or
consolidation to accept for that stock something other than: (a) shares of
stock of the corporation surviving or resulting from the merger or
consolidation; (b) shares of stock of any other corporation that will be listed
at the effective date of the merger on a national securities exchange, quoted
on the Nasdaq National Market, or held of record by more than 2,000
stockholders; (c) cash in lieu of fractional shares of stock described in
clause (a) or (b) immediately above; or (d) any combination of the shares of
stock and cash in lieu of fractional shares described in clauses (a) through
(c) immediately above. Because Regions Common Stock is quoted on the Nasdaq
National Market and is held of record by more than 2,000 stockholders, unless
the exception described immediately above applies, holders of Regions Common
Stock do not have dissenters' rights of appraisal.

BNR. The rights of appraisal of dissenting stockholders under
Louisiana law, while generally similar to those afforded under the Delaware
GCL, differ in certain details. For a full description of the rights of
dissenting stockholders under Louisiana law, see "Description of the
Transaction -- Dissenting Stockholders."

STOCKHOLDERS' RIGHTS TO EXAMINE BOOKS AND RECORDS

REGIONS. The Delaware GCL provides that a stockholder may inspect
books and records upon written demand under oath stating the purpose of the
inspection, if such purpose is reasonably related to such person's interest as
a stockholder.

BNR. The Louisiana Act provides that any stockholder (other than a
business competitor) who has been a stockholder of record for at least 5.0% of
the outstanding shares of any class of stock of the corporation for at least
six months has the right to examine and inspect records and accounts of the
corporation upon at least five days written notice, so long as there is a
reasonable purpose. A business competitor who has held not less than 25% of all
outstanding shares of a corporation for a period of six months also may
exercise this right of inspection.

DIVIDENDS

REGIONS. The Delaware GCL provides that, subject to any restrictions
in the corporation's certificate of incorporation, dividends may be declared
from the corporation's surplus, or, if there is no surplus, from its net
profits for the fiscal year in which the dividend is declared and the preceding
fiscal year. Dividends may not be declared, however, if the corporation's
capital has been diminished to an amount less than the aggregate amount of all
capital represented by the issued and outstanding stock of all classes having a
preference upon

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<PAGE> 41
the distribution of assets. Substantially all of the funds available for the
payment of dividends by Regions are derived from its subsidiary depository
institutions. There are various statutory limitations on the ability of
Regions' subsidiary depository institutions to pay dividends to Regions. See
"Supervision and Regulation -- Dividends."

BNR. Pursuant to the Louisiana Act, the Board of BNR may from time to
time declare dividends in cash, property, or its own shares out of surplus,
except earned surplus reserved by the Board, unless BNR is insolvent or would
thereby be made insolvent or the declaration or payment of the dividend would
be contrary to any restrictions contained in the articles of incorporation. If
the corporation has no surplus available for dividends, it may pay dividends
out of its net profit for the then current or the preceding fiscal year or
both. However, no dividend may be paid at a time when, either before or after
the payment of the dividend, the corporation's liabilities exceeds its assets
or the net assets are less than the aggregate amount payable on liquidation
upon the issued shares, if any, which have a preferential right to participate
in the corporation's assets in the event of liquidation. No dividends may be
paid in shares, other than treasury shares, except upon transfer to stated
capital from capital surplus of (i) an amount not less than the aggregate par
value of the issued par value shares and (ii) such amount as the board of
directors of the corporation may determine in respect of issued shares without
par value. No dividend payable in shares of any class shall be paid to
stockholders of any other class, unless the articles of incorporation so permit
or such payment is authorized by the holders of a majority of the shares of the
class in which the payment is to be made. Substantially all of the funds
available for the payment of dividends by BNR are derived from the Bank. There
are various statutory limitations on the ability of the Bank to pay dividends
to BNR.

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<PAGE> 42
COMPARATIVE MARKET PRICES AND DIVIDENDS

Regions Common Stock is quoted on the Nasdaq National Market under the
symbol "RGBK." BNR Common Stock is not traded in any established market. The
following table sets forth, for the indicated periods, the high and low closing
sale prices for Regions Common Stock as reported on the Nasdaq National Market,
the high and low prices for BNR Common Stock and the cash dividends declared
per share of Regions Common Stock and BNR Common Stock for the indicated
periods. The stock prices and historical dividends for Regions have been
adjusted to reflect a 10% stock dividend paid by Regions on April 1, 1993. The
prices indicated for BNR are based on actual transactions in BNR Common Stock
of which BNR management is aware; however, for the indicated period there has
been only a very limited number of transactions and all such transactions have
involved limited numbers of shares in BNR Common Stock in the indicated
periods, and no assurance can be given that the indicated prices represent the
actual market value of the BNR Common Stock.

REGIONS BNR
PRICE RANGE CASH DIVIDENDS PRICE RANGE CASH DIVIDENDS
----------- DECLARED ----------- DECLARED
HIGH LOW PER SHARE HIGH LOW PER SHARE
---- --- --------- ---- --- ---------

<S> <C> <C> <C> <C> <C> <C>
1992
First Quarter . . . . . . . . . . . . . . . . . . $28.13 $23.75 $.2275 $20.00 $20.00 $ --
Second Quarter . . . . . . . . . . . . . . . . . . 30.00 25.13 .2275 29.00 25.00 --
Third Quarter . . . . . . . . . . . . . . . . . . 30.75 27.50 .2275 33.00 25.00 --
Fourth Quarter . . . . . . . . . . . . . . . . . . 33.88 28.38 .2275 31.50 31.50 2.00
1993
First Quarter . . . . . . . . . . . . . . . . . . 38.38 31.25 .26 40.00 37.00 --
Second Quarter . . . . . . . . . . . . . . . . . . 38.25 30.25 .26 30.00 30.00 --
Third Quarter . . . . . . . . . . . . . . . . . . 35.25 31.25 .26 -- -- --
Fourth Quarter . . . . . . . . . . . . . . . . . . 35.00 29.63 .26 44.00 44.00 2.50
1994
First Quarter . . . . . . . . . . . . . . . . . . . 33.50 30.13 .30
Second Quarter (through
). . . . . . . . . . . . . . . . . . .
</TABLE>

On , 1994, the last reported sale price of Regions Common
Stock as reported on the Nasdaq National Market, and the price of BNR Common
Stock in the last known transaction, which occurred in ,
were $ . and $ . , respectively. On March 16, 1994, the last business day
prior to public announcement of the proposed Merger, the last reported sale
price of Regions Common Stock as reported on the Nasdaq National Market, and
the last known price of BNR Common Stock, were $32.00 and $44.00, respectively.

The holders of Regions Common Stock are entitled to receive dividends
when and if declared by the Board of Directors out of funds legally available
therefor. Regions has paid regular quarterly cash dividends since 1971.
Although Regions currently intends to continue to pay quarterly cash dividends
on the Regions Common Stock, there can be no assurance that Regions's dividend
policy will remain unchanged after completion of the Merger. The declaration
and payment of dividends thereafter will depend upon business conditions,
operating results, capital and reserve requirements, and the Board of
Directors' consideration of other relevant factors.

Regions is a legal entity separate and distinct from its subsidiaries
and its revenues depend in significant part on the payment of dividends from
its subsidiary financial institutions, particularly First Alabama Bank.
Regions's subsidiary depository institutions are subject to certain legal
restrictions on the amount of dividends they are permitted to pay. See
"Supervision and Regulation -- Dividends."

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<PAGE> 43
The holders of BNR Common Stock are entitled to receive dividends
when and if declared by the Board of Directors out of funds that are legally
available therefor. BNR has paid regular annual dividends for many years. If
the Merger were not consummated, it would be the intention of BNR to continue
paying annual cash dividends. However, there can be no assurance that BNR's
dividend policy would remain unchanged, since the declaration and payment of
dividends in the future would depend on business conditions, operating results,
capital and reserve requirements, the judgment of the Board of Directors and
other factors.

BUSINESS OF BNR

BNR is a bank holding company organized under the laws of the State of
Louisiana with its principal executive office located in New Roads, Louisiana.
BNR operates principally through the Bank, which is a state-chartered
commercial bank and which provides a range of retail banking services through
five offices in Pointe Coupee Parish and one office in East Baton Rouge Parish,
Louisiana. At March 31, 1994, BNR had total consolidated assets of
approximately $142.7 million, total consolidated deposits of approximately
$125.3 million, and total consolidated stockholders' equity of approximately
$15.6 million. BNR's principal executive office is located at 107 East Main
Street, New Roads, Louisiana 70760, and its telephone number at such address is
(504) 638-3791.

BNR's Annual Report on Form 10-KSB for the year ended December
31, 1993, which is incorporated herein by reference, includes a description of
the business and properties of BNR. See "Documents Incorporated By Reference."

VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS OF BNR

The following table sets forth certain information concerning the
beneficial owners of more than 5.0% of BNR Common Stock, as of June 16, 1994.

NAME AND ADDRESS AMOUNT AND NATURE PERCENT OF
TITLE OF CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- -------------- ------------------- -------------------- ----------
Common Stock Madeleine B. Caillet 18,336 5.62%
P.O. Box 67
Oscar, Louisiana 70762

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<PAGE> 44
BUSINESS OF REGIONS

Regions is a regional bank holding company headquartered in
Birmingham, Alabama, with 243 banking offices located in Alabama, Florida,
Georgia, Louisiana, and Tennessee at June 1, 1994. On March 31, 1994, Regions
had total consolidated assets of approximately $10.4 billion, total
consolidated deposits of approximately $8.8 billion, and total consolidated
stockholders' equity of approximately $878 million. Regions is the third
largest bank holding company headquartered in Alabama in terms of assets, based
on March 31, 1994 information. Through its subsidiaries, Regions offers a broad
range of banking and bank-related services. Regions operates six
state-chartered commercial bank subsidiaries and one federal stock savings bank
(collectively, the "Subsidiary Institutions") in the States of Alabama,
Florida, Georgia, Louisiana, and Tennessee.

In Alabama, Regions operates through First Alabama Bank, which at
March 31, 1994, had total consolidated assets of approximately $8.0 billion,
total consolidated deposits of approximately $6.9 billion, and total
consolidated stockholders' equity of approximately $658 million. First Alabama
Bank operates 166 banking offices located throughout Alabama at March 31, 1994.

In Florida, Regions operates through Regions Bank of Florida, which at
March 31, 1994, had total consolidated assets of approximately $473 million,
total consolidated deposits of approximately $422 million, and total
consolidated stockholders' equity of approximately $47 million. Regions Bank of
Florida operates 23 banking offices in the panhandle region of Florida.

In Georgia, Regions operates through Regions Bank of Georgia, which at
March 31, 1994, had total consolidated assets of approximately $106 million,
total consolidated deposits of approximately $96 million, and total
consolidated stockholders' equity of approximately $9 million. Regions Bank of
Georgia operates through three offices in Columbus, Georgia.

In Louisiana, Regions operates through Secor Bank, Federal Savings
Bank ("Secor"), a federal stock savings bank which Regions acquired on December
31, 1993, and Guaranty Bank and Trust Company ("Guaranty"), which Regions
acquired on May 31, 1994. At March 31, 1994, Secor had in its 15 Louisiana
branches assets of approximately $1.3 billion and deposits of approximately
$828 million. At May 31, 1994, Guaranty had total assets of approximately $187
million, total deposits of approximately $173 million, and stockholders' equity
of approximately $14 million.

In Tennessee, Regions operates through two banks, First Security Bank
of Tennessee and Franklin County Bank, which collectively at March 31, 1994,
had total combined assets of approximately $455 million, total combined
deposits of approximately $396 million, and total combined stockholders' equity
of approximately $37 million. Such banks operate 24 banking offices in middle
Tennessee.

During 1994, Regions consummated the acquisition of Guaranty, located
in Baton Rouge, Louisiana, in consideration of approximately $28 million in
Regions Common Stock. In addition to the acquisition of Guaranty, Regions also
has entered into definitive agreements to acquire the following financial
institutions in the States of Alabama, Georgia, and Louisiana (collectively
referred to in this Proxy Statement/Prospectus as the "Other Pending
Acquisitions"):

CONSIDERATION
--------------------
ASSET APPROXIMATE
INSTITUTION SIZE VALUE TYPE
----------- ---- ----- ----
(Dollars in millions)

First Fayette Bancshares, Inc. $ 74 Undisclosed Cash
and its subsidiary, First
Bank of Fayette, Fayette,
Alabama

First Community Bancshares, Inc. $ 126 $24 Regions
and its subsidiary, First Common Stock
Bank of Rome, Rome, Georgia

American Bancshares, Inc. and its $ 304 $61 Regions
subsidiary First American Bank and Common Stock
Trust Company of Louisiana of
Monroe, Louisiana

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<PAGE> 45

Consummation of the Other Pending Acquisitions is subject to the
approval of certain regulatory agencies and of the stockholders of the
institutions to be acquired and, in instances where stock is to be issued as
consideration, to the effectiveness of the registration statement filed or to
be filed with the SEC. Moreover, closing of each transaction is subject to
various contractual conditions precedent.

Regions' other subsidiaries include Real Estate Financing, Inc., which
offers real estate mortgages through 23 loan production offices in Alabama,
Florida, Georgia, Mississippi, South Carolina, and Tennessee.

Regions continually evaluates business combination opportunities and
frequently conducts due diligence activities in connection with possible
business combinations. As a result, business combination discussions and, in
some cases, negotiations frequently take place, and future business
combinations involving cash, debt, or equity securities can be expected. Any
future business combination or series of business combinations that Regions
might undertake may be material, in terms of assets acquired or liabilities
assumed, to Regions' financial condition. Recent business combinations in the
banking industry have typically involved the payment of a premium over book and
market values. This practice could result in dilution of book value and net
income per share for the acquirer.

Additional information about Regions and its subsidiaries is included
in documents incorporated by reference in this Proxy Statement/Prospectus. See
"Available Information" and "Documents Incorporated by Reference."

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<PAGE> 46
SUPERVISION AND REGULATION

The following discussion sets forth certain of the material elements
of the regulatory framework applicable to banks and bank holding companies and
provides certain specific information related to Regions.

GENERAL

Regions is a bank holding company, registered with the Federal Reserve
under the BHC Act. As such, Regions and its subsidiaries are subject to the
supervision, examination, and reporting requirements of the BHC Act and the
regulations of the Federal Reserve.

The BHC Act requires every bank holding company to obtain the prior
approval of the Federal Reserve before (i) it may acquire direct or indirect
ownership or control of any voting shares of any bank if, after such
acquisition, the bank holding company will directly or indirectly own or
control more than 5.0% of the voting shares of the bank, (ii) it or any of its
subsidiaries, other than a bank, may acquire all or substantially all of the
assets of the bank, or (iii) it may merge or consolidate with any other bank
holding company.

The BHC Act further provides that the Federal Reserve may not approve
any transaction that would result in a monopoly or would be in furtherance of
any combination or conspiracy to monopolize or attempt to monopolize the
business of banking in any section of the United States, or the effect of which
may be substantially to lessen competition or to tend to create a monopoly in
any section of the country, or that in any other manner would be in restraint
of trade, unless the anticompetitive effects of the proposed transaction are
clearly outweighed by the public interest in meeting the convenience and needs
of the community to be served. The Federal Reserve is also required to consider
the financial and managerial resources and future prospects of the bank holding
companies and banks concerned and the convenience and needs of the community to
be served. Consideration of financial resources generally focuses on capital
adequacy and consideration of convenience and needs issues includes the
parties' performance under the Community Reinvestment Act of 1977 (the "CRA"),
both of which are discussed below.

The BHC Act prohibits the Federal Reserve from approving a bank
holding company's application to acquire a bank or bank holding company located
outside the state in which the deposits of its banking subsidiaries were
greatest on the date the company became a bank holding company (Alabama in the
case of Regions), unless such acquisition is specifically authorized by statute
of the state in which the bank or bank holding company to be acquired is
located. Alabama has adopted reciprocal interstate banking legislation
permitting Alabama-based bank holding companies to acquire banks and bank
holding companies in other states and allowing bank holding companies located
in Arkansas, the District of Columbia, Florida, Georgia, Kentucky, Louisiana,
Maryland, Mississippi, North Carolina, South Carolina, Tennessee, Texas,
Virginia, and West Virginia to acquire Alabama banks and bank holding
companies.

The BHC Act generally prohibits Regions from engaging in activities
other than banking or managing or controlling banks or other permissible
subsidiaries and from acquiring or retaining direct or indirect control of any
company engaged in any activities other than those activities determined by the
Federal Reserve to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto. In determining whether a particular
activity is permissible, the Federal Reserve must consider whether the
performance of such an activity reasonably can be expected to produce benefits
to the public, such as greater convenience, increased competition, or gains in
efficiency, that outweigh possible adverse effects, such as undue concentration
of resources, decreased or unfair competition, conflicts of interest, or
unsound banking practices. For example, factoring accounts receivable,
acquiring or servicing loans, leasing personal property, conducting discount
securities brokerage activities, performing certain data processing services,
acting as agent or broker in selling credit life insurance and certain other
types of insurance in connection with credit transactions, and performing
certain insurance underwriting activities all have been determined by the
Federal Reserve to be permissible activities of bank holding companies. The BHC
Act does not place territorial

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<PAGE> 47
limitations on permissible non-banking activities of bank holding companies.
Despite prior approval, the Federal Reserve has the power to order a holding
company or its subsidiaries to terminate any activity or to terminate its
ownership or control of any subsidiary when it has reasonable cause to believe
that continuation of such activity or such ownership or control constitutes a
serious risk to the financial safety, soundness, or stability of any bank
subsidiary of that bank holding company.

Each of the Subsidiary Institutions is a member of the Federal Deposit
Insurance Corporation ("FDIC"), and as such, their deposits are insured by
either the Bank Insurance Fund ("BIF") or the Savings Association Insurance
Fund ("SAIF") administered by the FDIC, to the extent provided by law. Each
Subsidiary Institution is also subject to numerous state and federal statutes
and regulations that affect its business, activities, and operations, and each
is supervised and examined by one or more state or federal bank regulatory
agencies.

Because each of Regions' subsidiary banks is a state-chartered bank
that is not a member of the Federal Reserve System, such banks are subject to
supervision and examination by the FDIC. Regions' subsidiary savings bank is a
federally-chartered savings bank that is a member of the Federal Home Loan Bank
System and is subject to supervision and examination by the Office of Thrift
Supervision ("OTS") and to the back-up supervisory authority of the FDIC. Such
agencies regularly examine the operations of the Subsidiary Institutions and
are given authority to approve or disapprove mergers, consolidations, the
establishment of branches, and similar corporate actions. Such agencies also
have the power to prevent the continuance or development of unsafe or unsound
banking practices or other violations of law.

The Subsidiary Institutions are subject to the provisions of the CRA.
Under the terms of the CRA, the appropriate federal bank regulatory agency is
required, in connection with its examination of a Subsidiary Institution, to
assess such institution's record in assessing and meeting the credit needs of
the community served by that institution, including low and moderate-income
neighborhoods. The regulatory agency's evaluation of the institution's record
is made available to the public. Further, such assessment is required of any
institution which has applied to (i) charter a national bank, (ii) obtain
deposit insurance coverage for a newly chartered institution, (iii) establish a
new branch office that will accept deposits, (iv) relocate an office, or (v)
merge or consolidate with, or acquire the assets or assume the liabilities of,
a federally regulated financial institution. In the case of a bank holding
company applying for approval to acquire a bank or other bank holding company,
the Federal Reserve will assess the records of each Subsidiary Institution of
the applicant bank holding company, and such records may be the basis for
denying the application.

In December 1993, the federal banking agencies proposed to revise their
CRA regulations in order to provide clearer guidance to depository institutions
on the nature and extent of their CRA obligations and the methods by which
those obligations will be assessed and enforced. The proposed regulations would
substitute for the current process-based CRA assessment factors a new
evaluation system that would rate institutions based on their actual
performance in meeting community credit needs. Under the proposal, all
depository institutions would be subject to three CRA-related tests: a lending
test; an investment test; and a service test. The lending test, which would be
the primary test for all institutions other than wholesale and limited-purpose
banks, would evaluate an institution's lending activities by comparing the
institution's share of housing, small business, and consumer loans in low- and
moderate-income areas in its service area with its share of such loans in the
other parts of its service area. The agencies would also evaluate the
institution's performance independent of other lenders by examining the ratio
of such loans made by the institution to low- and moderate-income areas to all
such loans made by the institution. At the election of an institution, the
agencies would also consider "indirect" loans made by affiliates and
subsidiaries of the institution as well as lending consortia and other lenders
in which the institution had made lawful investments.

The focus of the investment test, under which wholesale and
limited-purpose institutions would normally be evaluated, would be the amount
of assets (compared to its risk-based capital) that an institution has devoted
to "qualified investments" that benefit low- and moderate-income individuals
and areas in the institution's service area. The service test would evaluate an
institution based on the percentage of its branch offices that are located in
or are readily accessible to low- and moderate-income areas. Smaller
institutions, those having

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<PAGE> 48
total assets of less than $250 million, would be evaluated under more
streamlined criteria.

The joint agency CRA proposal provides that an institution evaluated
under a given test would receive one of five ratings for that test:
outstanding; high satisfactory; low satisfactory; needs to improve; or
substantial non-compliance. The ratings for each test would then be combined to
produce an overall composite rating of either outstanding, satisfactory
(including both high and low satisfactory), needs to improve, or substantial
non-compliance. In the case of a retail-oriented institution, its lending test
rating would form the basis for its composite rating. That rating would then be
increased by up to two levels in the case of outstanding or high satisfactory
investment performance, increased by one level in the case of outstanding
service, and decreased by one level in the case of substantial non-compliance
in service. An institution found to have engaged in illegal lending
discrimination would be rebuttably presumed to have a less-than-satisfactory
composite CRA rating.

Under the proposal, an institution's CRA rating will continue to be
taken into account by a regulator in considering various types of applications.
In addition, an institution receiving a rating of "substantial non-compliance"
would be subject to civil money penalties or a cease and desist order under
Section 8 of the Federal Deposit Insurance Act (the "FDIA").

It is uncertain at this time whether, when, or in what form the CRA
proposal will ultimately be adopted by the federal banking agencies.

PAYMENT OF DIVIDENDS

Regions is a legal entity separate and distinct from its banking and
other subsidiaries. The principal source of cash flow of Regions, including
cash flow to pay dividends to its stockholders, is dividends from the
Subsidiary Institutions. There are statutory and regulatory limitations on the
payment of dividends by the Subsidiary Institutions to Regions as well as
Regions to its stockholders.

As state nonmember banks, the subsidiary banks are subject to the
respective laws and regulations of the States of Alabama, Florida, Georgia,
Louisiana, and Tennessee and to the regulations of the FDIC as to the payment
of dividends. The subsidiary savings bank is subject to the regulations of the
OTS as to payment of dividends.

If, in the opinion of the federal regulatory agencies, an institution
under its jurisdiction is engaged in or is about to engage in an unsafe or
unsound practice (which, depending on the financial condition of the
institution, could include the payment of dividends), such authority may
require, after notice and hearing, that such institution cease and desist from
such practice. The Federal Reserve, the FDIC, and the OTS have indicated that
paying dividends that deplete an institution's capital base to an inadequate
level would be an unsafe and unsound banking practice. Under the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), an insured
institution may not pay any dividend if payment would cause it to become
undercapitalized or once it is undercapitalized. See "--Prompt Corrective
Action." Moreover, the Federal Reserve and the FDIC have issued policy
statements which provide that bank holding companies and insured banks should
generally only pay dividends out of current operating earnings.

At March 31, 1994, under dividend restrictions imposed under federal
and state laws, the Subsidiary Institutions, without obtaining governmental
approvals, could declare aggregate dividends to Regions of approximately $214
million.

The payment of dividends by Regions and the Subsidiary Institutions
may also be affected or limited by other factors, such as the requirement to
maintain adequate capital above regulatory guidelines.

TRANSACTIONS WITH AFFILIATES

There are various restrictions on the extent to which Regions and it
nonbank subsidiaries can borrow or

44
<PAGE> 49
otherwise obtain credit from the Subsidiary Institutions. Each Subsidiary
Institution (and its subsidiaries) is limited in engaging in borrowing and
other "covered transactions" with nonbank or non-savings bank affiliates to the
following amounts: (i) in the case of any such affiliate, the aggregate amount
of covered transactions of the Subsidiary Institution and its subsidiaries may
not exceed 10% of the capital stock and surplus of such Subsidiary Institution;
and (ii) in the case of all affiliates, the aggregate amount of covered
transactions of the Subsidiary Institution and its subsidiaries may not exceed
20% of the capital stock and surplus of such Subsidiary Institution. "Covered
transactions" are defined by statute to include a loan or extension of credit,
as well as a purchase of securities issued by an affiliate, a purchase of
assets (unless otherwise exempted by the Federal Reserve), the acceptance of
securities issued by the affiliate as collateral for a loan and the issuance of
a guarantee, and the issuance of a guarantee, acceptance, or letter of credit
on behalf of an affiliate. Covered transactions are also subject to certain
collateralization requirements. Further, a bank holding company and its
subsidiaries are prohibited from engaging in certain tie-in arrangements in
connection with any extension of credit, lease, or sale of property or
furnishing of services.

CAPITAL ADEQUACY

Regions and the Subsidiary Institutions are required to comply with
the capital adequacy standards established by the Federal Reserve in the case
of Regions, the FDIC in the case of the subsidiary banks, and the OTS in the
case of the subsidiary savings bank. There are two basic measures of capital
adequacy for bank holding companies that have been promulgated by the Federal
Reserve: a risk-based measure and a leverage measure. All applicable capital
standards must be satisfied for a bank holding company to be considered in
compliance.

The risk-based capital standards are designed to make regulatory
capital requirements more sensitive to differences in risk profile among banks
and bank holding companies, to account for off-balance sheet exposure, and to
minimize disincentives for holding liquid assets. Assets and off-balance sheet
items are assigned to broad risk categories, each with appropriate weights. The
resulting capital ratios represent capital as a percentage of total
risk-weighted assets and off-balance sheet items.

The minimum guideline for the ratio of total capital ("Total Capital")
to risk-weighted assets (including certain off-balance-sheet items, such as
standby letters of credit) is 8.0%. At least half of the Total Capital must be
composed of common stock, minority interests in the equity accounts of
consolidated subsidiaries, noncumulative perpetual preferred stock, and a
limited amount of cumulative perpetual preferred stock, less goodwill and
certain other intangible assets ("Tier 1 Capital"). The remainder may consist
of subordinated debt, other preferred stock, and a limited amount of loan loss
reserves. At March 31, 1994, Regions' consolidated Tier 1 Capital and Total
Capital ratios were 11.7% and 14.1%, respectively.

In addition, the Federal Reserve has established minimum leverage
ratio guidelines for bank holding companies. These guidelines provide for a
minimum ratio of Tier 1 Capital to average assets, less goodwill and certain
other intangible assets (the "Leverage Ratio"), of 3.0% for bank holding
companies that meet certain specified criteria, including having the highest
regulatory rating. All other bank holding companies generally are required to
maintain a Leverage Ratio of at least 3.0% plus an additional cushion of 100 to
200 basis points. Regions' Leverage Ratio at March 31, 1994 was 8.0%. The
guidelines also provide that bank holding companies experiencing internal
growth or making acquisitions will be expected to maintain strong capital
positions substantially above the minimum supervisory levels without
significant reliance on intangible assets. Furthermore, the Federal Reserve has
indicated that it will consider a "tangible Tier 1 Capital leverage ratio"
(deducting all intangibles) and other indicia of capital strength in evaluating
proposals for expansion or new activities.

Each of Regions' subsidiary banks is subject to risk-based and
leverage capital requirements adopted by the FDIC and Regions' subsidiary
savings bank is subject to tangible, risk-based, and core capital requirements
adopted by the OTS. Each of Regions' Subsidiary Institutions was in compliance
with applicable minimum

45
<PAGE> 50
capital requirements as of December 31, 1993. Neither Regions nor any of the
Subsidiary Institutions has been advised by any federal banking agency of any
specific minimum capital ratio requirement applicable to it.

Failure to meet capital guidelines could subject a bank to a variety
of enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business. See "--Prompt Corrective
Action."

The federal bank regulators continue to indicate their desire to make
the capital requirements applicable to banking organizations responsive to
risks in addition to credit risk. In this regard, the Federal Reserve, the
FDIC, and the OTS have, pursuant to FDICIA, proposed an amendment to the
risk-based capital standards which would calculate the change in an
institution's net economic value attributable to increases and decreases in
market interest rates and would require banks with excessive interest rate risk
exposure to hold additional amounts of capital against such exposures.

SUPPORT OF SUBSIDIARY INSTITUTIONS

Under Federal Reserve policy, Regions is expected to act as a source
of financial strength to, and to commit resources to support, each of the
Subsidiary Institutions. This support may be required at times when, absent
such Federal Reserve policy, Regions may not be inclined to provide it. In
addition, any capital loans by a bank holding company to any of the Subsidiary
Institutions are subordinate in right of payment to deposits and to certain
other indebtedness of such Subsidiary Institution. In the event of a bank
holding company's bankruptcy, any commitment by the bank holding company to a
federal bank regulatory agency to maintain the capital of a Subsidiary
Institution will be assumed by the bankruptcy trustee and entitled to a
priority of payment.

Under the FDIA, a depository institution insured by the FDIC can be
held liable for any loss incurred by, or reasonably expected to be incurred by,
the FDIC after August 9, 1989 in connection with (i) the default of a commonly
controlled FDIC-insured depository institution or (ii) any assistance provided
by the FDIC to any commonly controlled FDIC-insured depository institution "in
danger of default." "Default" is defined generally as the appointment of a
conservator or receiver and "in danger of default" is defined generally as the
existence of certain conditions indicating that a default is likely to occur in
the absence of regulatory assistance.

PROMPT CORRECTIVE ACTION

FDICIA establishes a system of prompt corrective action to resolve the
problems of undercapitalized institutions. Under this system, which became
effective in December 1992, the federal banking regulators are required to
establish five capital categories ("well-capitalized," "adequately
capitalized," "undercapitalized," "significantly undercapitalized," and
"critically undercapitalized") and to take certain mandatory supervisory
actions, and are authorized to take other discretionary actions, with respect
to institutions in the three undercapitalized categories, the severity of which
will depend upon the capital category in which the institution is placed.
Generally, subject to a narrow exception, the FDICIA requires the banking
regulator to appoint a receiver or conservator for an institution that is
critically undercapitalized. The federal banking agencies have specified by
regulation the relevant capital level for each category.

Under the final agency rules implementing the prompt corrective action
provisions, an institution that (i) has a Total Capital ratio of 10% or
greater, a Tier I Capital ratio of 6.0% or greater, and a Leverage Ratio of
5.0% or greater, and (ii) is not subject to any written agreement, order,
capital directive, or prompt corrective action directive issued by the
appropriate federal banking agency, is deemed to be "well-capitalized." An
institution with a Total Capital ratio of 8.0% or greater, a Tier I Capital
ratio of 4.0% or greater, and a Leverage Ratio of 4.0% or greater is considered
to be "adequately capitalized." A depository institution that has a Total
Capital ratio of less than 8.0%, a Tier I Capital ratio of less than 4.0%, or a

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<PAGE> 51
Leverage Ratio of less than 4.0% is considered to be "undercapitalized." A
depository institution that has a Total Capital ratio of less than 6.0%, a Tier
I Capital ratio of less than 3.0%, or a Leverage Ratio of less than 3.0% is
considered to be "significantly undercapitalized" and an institution that has a
tangible equity capital to assets ratio equal to or less than 2.0% is deemed to
be "critically undercapitalized." For purposes of the regulation, the term
"tangible equity" includes core capital elements counted as Tier I capital for
purposes of the risk-based capital standards plus the amount of outstanding
cumulative perpetual preferred stock (including related surplus), minus all
intangible assets with certain exceptions. A depository institution may be
deemed to be in a capitalization category that is lower than is indicated by
its actual capital position if it receives an unsatisfactory examination
rating.

In the case of an institution that is categorized as undercapitalized,
significantly undercapitalized, or critically undercapitalized, the institution
is required to submit an acceptable capital restoration plan to its appropriate
federal banking agency. Under FDICIA, a bank holding company must guarantee
that a subsidiary depository institution meet its capital restoration plan,
subject to certain limitations. The obligation of a controlling bank holding
company under FDICIA to fund a capital restoration plan is limited to the
lesser of 5.0% of an undercapitalized subsidiary's assets or the amount
required to meet regulatory capital requirements. An undercapitalized
institution is also generally prohibited from increasing its average total
assets, making acquisitions, establishing any branches, or engaging in any new
line of business except in accordance with an accepted capital restoration plan
or with the approval of the FDIC. In addition, the appropriate federal banking
agency is given authority with respect to any undercapitalized depository
institution to take any of the actions it is required to or may take with
respect to a significantly undercapitalized institution as described below if
it determines "that those actions are necessary to carry out the purpose" of
FDICIA.

For those institutions that are (i) significantly undercapitalized or
(ii) undercapitalized and either fail to submit an acceptable capital
restoration plan or fail to implement an approved capital restoration plan, the
appropriate federal banking agency must require the institution to take one or
more of the following actions: (i) sell enough shares, including voting shares,
to become adequately capitalized; (ii) merge with (or be sold to) another
institution (or holding company), but only if grounds exist for appointing a
conservator or receiver; (iii) restrict certain transactions with banking
affiliates as if the "sister bank" exception to the requirements of Section 23A
of the Federal Reserve Act did not exist; (iv) otherwise restrict transactions
with bank or nonbank affiliates; (v) restrict interest rates that the
institution pays on deposits to "prevailing rates" in the institution's
"region;" (vi) restrict asset growth or reduce total assets; (vii) alter,
reduce, or terminate activities; (viii) hold a new election of directors; (ix)
dismiss any director or senior executive officer who held office for more than
180 days immediately before the institution became undercapitalized; provided
that in requiring dismissal of a director or senior officer, the agency must
comply with certain procedural requirements, including the opportunity for an
appeal in which the director or officer will have the burden of proving his or
her value to the institution; (x) employ "qualified" senior executive officers;
(xi) cease accepting deposits from correspondent depository institutions; (xii)
divest certain nondepository affiliates which pose a danger to the institution;
or (xiii) be divested by a parent holding company. In addition, without the
prior approval of the appropriate federal banking agency, a significantly
undercapitalized institution may not pay any bonus to any senior executive
officer or increase the rate of compensation for such an officer without
regulatory approval.

At March 31, 1994, all of Regions' Subsidiary Institutions had the
requisite capital levels to qualify as well capitalized.

BROKERED DEPOSITS

The FDIC has adopted regulations governing the receipt of brokered
deposits. Under the regulations, a depository institution cannot accept,
roll over, or renew brokered deposits unless (i) it is well capitalized or (ii)
it is adequately capitalized and receives a waiver from the FDIC. A depository
institution that cannot receive brokered deposits also cannot offer
"pass-through" insurance on certain employee benefit accounts. Whether

47
<PAGE> 52
or not it has obtained such a waiver, an adequately capitalized depository
institution may not pay an interest rate on any deposits in excess of 75 basis
points over certain prevailing market rates specified by regulation. There are
no such restrictions on a depository institution that is well capitalized.
Because all of the Subsidiary Institutions of Regions had at March 31, 1994,
the requisite capital levels to qualify as well capitalized, Regions believes
the brokered deposits regulation will have no material effect on the funding or
liquidity of any of the Subsidiary Institutions.

FDIC INSURANCE ASSESSMENTS

In July 1993, the FDIC adopted a new risk-based assessment system for
insured depository institutions that takes into account the risks attributable
to different categories and concentrations of assets and liabilities. The new
system, which went into effect on January 1, 1994 and replaces a transitional
system that the FDIC had utilized for the 1993 calendar year, assigns an
institution to one of three capital categories: (i) well capitalized; (ii)
adequately capitalized; and (iii) undercapitalized. These three categories are
substantially similar to the prompt corrective action categories described
above, with the "undercapitalized" category including institutions that are
undercapitalized, significantly undercapitalized, and critically
undercapitalized for prompt corrective action purposes. An institution is also
assigned by the FDIC to one of three supervisory subgroups within each capital
group. The supervisory subgroup to which an institution is assigned is based on
a supervisory evaluation provided to the FDIC by the institution's primary
federal regulator and information which the FDIC determines to be relevant to
the institution's financial condition and the risk posed to the deposit
insurance funds (which may include, if applicable, information provided by the
institution's state supervisor). An institution's insurance assessment rate is
then determined based on the capital category and supervisory category to which
it is assigned. Under the final risk-based assessment system, as well as the
prior transitional system, there are nine assessment risk classifications
(i.e., combinations of capital groups and supervisory subgroups) to which
different assessment rates are applied. Assessment rates for 1994 for both the
BIF and the SAIF, as they had during 1993, will range from .23% of deposits
for an institution in the highest category (i.e., "well-capitalized" and
"healthy" to .31% of deposits for an institution in the lowest category (i.e.,
"undercapitalized" and "substantial supervisory concern").

The FDIC is authorized to raise insurance premiums in certain
circumstances. The current assessment rates for the BIF and the SAIF are
designed to increase the reserve ratios (i.e., the ratios of reserves to
insured deposits) for both funds to a designated ratio -- 1.25% -- within a
specified period of time. Once the designated ratio is reached, the FDIC is
to set future assessment rates at such levels that will maintain a fund's
reserve ratio at the designated level. The attainment by either fund of its
designated reserve ratio could cause a reduction in assessment rates for that
fund.

Under the FDIA, insurance of deposits may be terminated by the FDIC
upon a finding that the institution has engaged in unsafe and unsound
practices, is in an unsafe or unsound condition to continue operations, or has
violated any applicable law, regulation, rule, order, or condition imposed by
the FDIC.

NEW SAFETY AND SOUNDNESS STANDARDS

In November 1993, federal banking agencies issued for comment proposed
safety and soundness standards relating to internal controls, information
systems and internal audit systems, loan documentation, credit underwriting,
interest rate exposure, asset growth, compensation, fees, and benefits. With
respect to internal controls, information systems, and internal audit systems,
the standards describe the functions that adequate internal controls and
information systems must be able to perform, including (i) monitoring adherence
to prescribed policies, (ii) effective risk management, (iii) timely and
accurate financial, operational, and regulatory reporting, (iv) safeguarding
and managing assets, and (v) compliance with applicable laws and regulations.
The standards also include requirements that (i) those performing internal
audits be qualified and independent, (ii) internal controls and information
systems be tested and reviewed, (iii) corrective actions be adequately
documented, and (iv) that results of an audit be made available for review of
management actions.

As in the case of internal controls and information systems, the
proposal establishes general principles and standards, rather than specific
requirements, that must be followed in other areas. For example, loan
documentation and credit underwriting practices must be such that they enable
the institution to make an

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<PAGE> 53
informed lending decision and assess credit risk on an ongoing basis.
Similarly, an institution must manage interest rate risk "in a manner that is
appropriate to the size of [the institution] and the complexity of its assets
and liabilities" and must conduct any asset growth in accordance with a plan
that has taken a variety of factors such as deposit volatility, capital, and
interest rate risk into account. The proposal also prohibits "excessive
compensation," which is defined as amounts paid that are unreasonable or
disproportionate to the services performed by an officer, employee, director,
or principal stockholder in light of all circumstances. In order to help alert
institutions and their regulators to deteriorating financial conditions, the
proposed rule also would impose a maximum ratio of classified assets to total
capital of 1.0 and, in the case of an institution that had incurred a net loss
over the last four quarters, would require that institution to have sufficient
capital to absorb a similar loss over the next four quarters and still remain
in compliance with its minimum capital requirements.

DEPOSITOR PREFERENCE

Legislation recently enacted by Congress establishes a nationwide
depositor preference rule in the event of a bank failure. Under this
arrangement, all deposits and certain other claims against a bank, including
the claim of the FDIC as subrogee of insured depositors, would receive payment
in full before any general creditor of the bank would be entitled to any
payment in the event of an insolvency or liquidation of the bank.

DESCRIPTION OF REGIONS COMMON STOCK

Regions is authorized to issue 120,000,000 shares of Regions Common
Stock, of which 42,538,946 shares were issued, including 1,474,579 treasury
shares, at March 31, 1994. No other class of stock is authorized.

Holders of Regions Common Stock are entitled to receive such dividends
as may be declared by the Board of Directors out of funds legally available
therefore. Dividend payments are subject to certain limitations imposed in
Regions' debt instruments. Under the most restrictive of such limitations, $724
million was available for payment of dividends as of December 31, 1993.
However, the ability of Regions to pay dividends is further affected by the
ability of its Subsidiary Institutions to pay dividends, which is limited by
applicable regulatory requirements and capital guidelines. At March 31, 1994,
under such requirements and guidelines, the Subsidiary Institutions had $214
million of undivided profits legally available for the payment of dividends.
See "Supervision and Regulation -- Dividends."

For a further description of Regions Common Stock, see "Effect of the
Merger on Rights of Stockholders."

STOCKHOLDER PROPOSALS

Regions expects to hold its next annual meeting of stockholders after
the Merger during April 1995. Under SEC rules proposals of Regions stockholders
intended to be presented at that meeting must be received by Regions at its
principal executive offices no later than November 16, 1994, for consideration
by Regions for possible inclusion in such proxy materials.

If the Merger is not consummated, stockholder proposals of BNR
stockholders intended to be presented at the next annual meeting of
stockholders of BNR must be received by BNR at its principal executive offices
a reasonable time before the date of BNR's proxy statement released to its
stockholders for that meeting for consideration by BNR for possible inclusion
in such proxy materials.

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EXPERTS

The consolidated financial statements of BNR as of December 31, 1993
and 1992, and for each of the years in the three-year period ended December 31,
1993, have been incorporated by reference herein in reliance upon the report of
Hannis T. Bourgeois & Co., L.L.P., independent auditors, and on the authority
of said firm as experts in accounting and auditing.

The consolidated financial statements of Regions, incorporated by
reference in this Registration Statement, have been audited by Ernst & Young,
independent auditors, for the periods indicated in their report thereon which
is included in the Regions Annual Report to Stockholders and the Annual Report
on Form 10-K for the year ended December 31, 1993. The financial statements
audited by Ernst & Young have been incorporated herein by reference in reliance
on their report given on their authority as experts in accounting and auditing.

OPINIONS

The legality of the shares of Regions Common Stock to be issued in the
Merger will be passed upon by Lange, Simpson, Robinson & Somerville,
Birmingham, Alabama. Henry E. Simpson, partner in the law firm of Lange,
Simpson, Robinson & Somerville, is a member of the Board of Directors of
Regions. As of June 16, 1994, attorneys in the law firm of Lange, Simpson,
Robinson & Somerville owned an aggregate of 120,695 shares of Regions Common
Stock.

Certain tax consequences of the transaction have been passed upon by
Alston & Bird, Atlanta, Georgia.

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APPENDIX A

AGREEMENT AND PLAN OF MERGER

BY AND BETWEEN

BNR BANCSHARES, INC.

AND

FIRST ALABAMA BANCSHARES, INC.

DATED AS OF APRIL 21, 1994

A-1
<PAGE> 56
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE 1 - TRANSACTIONS AND TERMS OF MERGER . . . . . . . . . . . . . . . . . . . . . . .
1.1 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.2 Time and Place of Closing . . . . . . . . . . . . . . . . . . . . . . . .
1.3 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE 2 - TERMS OF MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.1 Certificate of Incorporation . . . . . . . . . . . . . . . . . . . . . . .
2.2 Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.3 Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE 3 - MANNER OF CONVERTING SHARES . . . . . . . . . . . . . . . . . . . . . . . . . .
3.1 Conversion of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.2 Anti-Dilution Provisions . . . . . . . . . . . . . . . . . . . . . . . . .
3.3 Shares Held by BNR or FAB . . . . . . . . . . . . . . . . . . . . . . . .
3.4 Dissenting Shareholders . . . . . . . . . . . . . . . . . . . . . . . . .
3.5 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE 4 - EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.1 Exchange Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.2 Rights of Former BNR Shareholders . . . . . . . . . . . . . . . . . . . .
ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF BNR . . . . . . . . . . . . . . . . . . . . .
5.1 Organization, Standing, and Power . . . . . . . . . . . . . . . . . . . .
5.2 Authority; No Breach By Agreement . . . . . . . . . . . . . . . . . . . .
5.3 Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.4 BNR Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.6 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . .
5.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . .
5.8 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.9 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . .
5.10 Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.11 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . .
5.12 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.13 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.14 Statements True and Correct . . . . . . . . . . . . . . . . . . . . . . .
5.15 Tax and Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . .
5.16 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.17 Directors' Agreements . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF FAB . . . . . . . . . . . . . . . . . . . . .
6.1 Organization, Standing, and Power . . . . . . . . . . . . . . . . . . . .
6.2 Authority; No Breach By Agreement . . . . . . . . . . . . . . . . . . . .
6.3 Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.4 FAB Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

</TABLE>

A-2
<PAGE> 57

<TABLE>
<S> <C>
6.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.6 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
6.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . .
6.8 Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.9 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.10 Statements True and Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.11 Tax and Regulatory Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE 7 - CONDUCT OF BUSINESS PENDING CONSUMMATION . . . . . . . . . . . . . . . . . . . . . . . .
7.1 Affirmative Covenants of BNR . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.2 Negative Covenants of BNR . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.3 Covenants of FAB . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.4 Adverse Changes in Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7.5 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE 8 - ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.1 Registration Statement; Proxy Statement; Shareholder Approval . . . . . . . . . . .
8.2 Exchange Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.3 Applications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.4 Filings with State Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.5 Agreement as to Efforts to Consummate . . . . . . . . . . . . . . . . . . . . . . .
8.6 Investigation and Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . .
8.7 Press Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.8 Certain Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.9 Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.10 Agreements of Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8.11 Employee Benefits and Contracts . . . . . . . . . . . . . . . . . . . . . . . . . .
8.12 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE 9 - CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE . . . . . . . . . . . . . . . . . . . .
9.1 Conditions to Obligations of Each Party . . . . . . . . . . . . . . . . . . . . . .
9.2 Conditions to Obligations of FAB . . . . . . . . . . . . . . . . . . . . . . . . . .
9.3 Conditions to Obligations of BNR . . . . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE 10 - TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10.3 Non-Survival of Representations and Covenants . . . . . . . . . . . . . . . . . . .
ARTICLE 11 - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.3 Brokers and Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.4 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.5 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.6 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.7 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.8 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.9 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

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<TABLE>
<S> <C> <C>
11.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . .
11.11 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . .
11.12 Enforcement of Agreement . . . . . . . . . . . . . . . . . . .
11.13 Severability . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

</TABLE>

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made
and entered into as of April 21, 1994, by and between BNR BANCSHARES, INC.
("BNR"), a corporation organized and existing under the laws of the State of
Louisiana, with its principal office located in New Roads, Louisiana; and FIRST
ALABAMA BANCSHARES, INC. ("FAB"), a corporation organized and existing under
the laws of the State of Delaware, with its principal office located in
Birmingham, Alabama.

PREAMBLE

The Boards of Directors of BNR and FAB are of the opinion that
the transactions described herein are in the best interests of the parties and
their respective shareholders. This Agreement provides for the acquisition of
BNR by FAB pursuant to the merger of BNR into and with FAB. At the effective
time of such merger, the outstanding shares of the capital stock of BNR shall
be converted into shares of the common stock of FAB (except as provided
herein). As a result, shareholders of BNR shall become shareholders of FAB and
each of the subsidiaries of BNR shall continue to conduct its business and
operations as a wholly owned subsidiary of FAB. The transactions described in
this Agreement are subject to the approvals of the shareholders of BNR, the
Board of Governors of the Federal Reserve System, and the appropriate state
regulatory authorities and the satisfaction of certain other conditions
described in this Agreement. It is the intention of the parties to this
Agreement that the merger for federal income tax purposes shall qualify as a
"reorganization" within the meaning of Section 368(a) of the Internal Revenue
Code.

Certain terms used in this Agreement are defined in Section
11.1 of this Agreement.

NOW, THEREFORE, in consideration of the above and the mutual
warranties, representations, covenants, and agreements set forth herein, the
parties agree as follows:

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ARTICLE 1
TRANSACTIONS AND TERMS OF MERGER

1.1 MERGER. Subject to the terms and conditions of this
Agreement, at the Effective Time, BNR shall be merged into and with FAB in
accordance with the provisions of Sections 12:111 and 12:112 of the LBCL and
with the effect provided in Section 12:115 of the LBCL and of Section 258 of
the DGCL and with the effect provided in Section 259 of the DGCL (the
"Merger"). FAB shall be the Surviving Corporation of the Merger and shall
continue to be governed by the Laws of the State of Delaware. The Merger shall
be consummated pursuant to the terms of this Agreement, which has been approved
and adopted by the Boards of Directors of BNR and FAB.

1.2 TIME AND PLACE OF CLOSING. The Closing will take
place at 9:00 A.M. on the date that the Effective Time occurs (or the
immediately preceding day if the Effective Time is earlier than 9:00 A.M.), or
at such other time as the Parties, acting through their chief executive
officers or chief financial officers, may mutually agree. The place of Closing
shall be at the offices of FAB, in Birmingham, Alabama, or such other place as
may be mutually agreed upon by the Parties.

1.3 EFFECTIVE TIME. The Merger and other transactions
contemplated by this Agreement shall become effective on the date and at the
time the Louisiana Certificate of Merger reflecting the Merger shall become
effective with the Secretary of State of the State of Louisiana and the
Delaware Certificate of Merger reflecting the Merger shall become effective
with the Secretary of State of the State of Delaware (the "Effective Time").
Subject to the terms and conditions hereof, unless otherwise mutually agreed
upon in writing by the chief executive officers or chief financial officers of
each Party, the Parties shall use their reasonable efforts to cause the
Effective Time to occur on the last day of the month in which occurs the last
to occur of (i) the effective date (including expiration of any applicable
waiting period) of the last required Consent of any Regulatory Authority having
authority over and approving or exempting the Merger, and (ii) the date on
which the shareholders of BNR approve this Agreement to the extent such
approval is required by applicable Law; or such later date within 30 days
thereof as may be specified by FAB.

ARTICLE 2
TERMS OF MERGER

2.1 CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation of FAB in effect immediately prior to the Effective Time shall be
the Certificate of Incorporation of the Surviving Corporation after the
Effective Time until otherwise amended or repealed.

2.2 BYLAWS. The Bylaws of FAB in effect immediately
prior to the Effective Time shall be the Bylaws of the Surviving Corporation
after the Effective Time until otherwise amended or repealed.

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2.3 DIRECTORS AND OFFICERS. The directors of FAB in
office immediately prior to the Effective Time, together with such additional
persons as may thereafter be elected, shall serve as the directors of the
Surviving Corporation from and after the Effective Time in accordance with the
Bylaws of the Surviving Corporation. The officers of FAB in office immediately
prior to the Effective Time, together with such additional persons as may
thereafter be elected, shall serve as the officers of the Surviving Corporation
from and after the Effective Time in accordance with the Bylaws of the
Surviving Corporation.

ARTICLE 3
MANNER OF CONVERTING SHARES

3.1 CONVERSION OF SHARES. Subject to the provisions of
this Article 3, at the Effective Time, by virtue of the Merger and without any
action on the part of the holders thereof, the shares of the constituent
corporations shall be converted as follows:

(a) Each share of FAB Common Stock issued and
outstanding immediately prior to the Effective Time shall remain
issued and outstanding from and after the Effective Time.

(b) Each share of BNR Common Stock (excluding
shares held by BNR or any of its Subsidiaries or by FAB or any of its
Subsidiaries, in each case other than in a fiduciary capacity or as a
result of debts previously contracted, and excluding shares held by
shareholders who perfect their dissenters' rights of appraisal as
provided in Section 3.4 of this Agreement) issued and outstanding at
the Effective Time shall be converted into and exchanged for that
number of shares of FAB Common Stock (the "Exchange Ratio") equal to
the quotient obtained by dividing (i) $79.70 by (ii) the Average
Closing Price; provided, however, that in the event the Average
Closing Price is (a) less than $26.00, the Exchange Ratio shall be
3.065, or (b) greater than $36.00, the Exchange Ratio shall be 2.214
($26.00 and $36.00 are collectively referred to as the "Average
Closing Price Limitations").

3.2 ANTI-DILUTION PROVISIONS. In the event BNR changes
the number of shares of BNR Common Stock issued and outstanding prior to the
Effective Time as a result of a stock split, stock dividend, or similar
recapitalization with respect to such stock and the record date therefor (in
the case of a stock dividend) or the effective date thereof (in the case of a
stock split or similar recapitalization for which a record date is not
established) shall be prior to the Effective Time, the Exchange Ratio shall be
proportionately adjusted. In the event FAB changes the number of shares of FAB
Common Stock issued and outstanding prior to the Effective Time as a result of
a stock split, stock dividend, or similar recapitalization with respect to such
stock and the record date therefor (in the case of a stock dividend) or the
effective date thereof (in the case of a stock split or similar
recapitalization for which a record date is not established) shall be prior to
the Effective Time, the Exchange Ratio shall be proportionately adjusted.

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3.3 SHARES HELD BY BNR OR FAB. Each of the shares of BNR
Common Stock held by any BNR Company or by any FAB Company, in each case other
than in a fiduciary capacity or as a result of debts previously contracted,
shall be canceled and retired at the Effective Time and no consideration shall
be issued in exchange therefor.

3.4 DISSENTING SHAREHOLDERS. Any holder of shares of BNR
Common Stock who perfects such holder's dissenters' rights of appraisal in
accordance with and as contemplated by Part XIII of the LBCL shall be entitled
to receive the value of such shares in cash as determined pursuant to such
provision of Law; provided, that no such payment shall be made to any
dissenting shareholder unless and until such dissenting shareholder has
complied with the applicable provisions of the LBCL, including the provisions
of Section 131 thereof relating to the deposit in escrow, endorsement, and
transfer of the certificate or certificates representing the shares for which
payment is being made. In the event that a dissenting shareholder of BNR fails
to perfect, or effectively withdraws or loses, his right to appraisal and of
payment for his shares, such Person shall not have the right to receive payment
in cash for his shares and, instead, as of the Effective Time the shares of BNR
Common Stock held by such Person shall be converted into and exchanged for that
number of shares of FAB Common Stock determined under Section 3.1 of this
Agreement and the delivery of certificates representing such FAB Common Stock
and any dividends or other distributions in respect thereof to which such
holder may be entitled shall be governed by Section 4.1 of this Agreement.

3.5 FRACTIONAL SHARES. Notwithstanding any other
provision of this Agreement, each holder of shares of BNR Common Stock
exchanged pursuant to the Merger, who would otherwise have been entitled to
receive a fraction of a share of FAB Common Stock (after taking into account
all certificates delivered by such holder) shall receive, in lieu thereof, cash
(without interest) in an amount equal to such fractional part of a share of FAB
Common Stock multiplied by the market value of one share of FAB Common Stock at
the Effective Time. The market value of one share of FAB Common Stock at the
Effective Time shall be the Average Closing Price, subject, however, to the
Average Closing Price Limitations. No such holder will be entitled to
dividends, voting rights, or any other rights as a shareholder in respect of
any fractional shares.

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ARTICLE 4
EXCHANGE OF SHARES

4.1 EXCHANGE PROCEDURES. Promptly after the Effective
Time, FAB and BNR shall cause the exchange agent selected by FAB (the "Exchange
Agent") to mail to the former shareholders of BNR appropriate transmittal
materials (which shall specify that delivery shall be effected, and risk of
loss and title to the certificates theretofore representing shares of BNR
Common Stock shall pass, only upon proper delivery of such certificates to the
Exchange Agent). After the Effective Time, each holder of shares of BNR Common
Stock (other than shares to be canceled pursuant to Section 3.3 of this
Agreement or as to which dissenters' rights of appraisal have been perfected
and not withdrawn or forfeited under Section 131 of the LBCL) issued and
outstanding at the Effective Time, promptly upon the surrender of the
certificate or certificates representing such shares to the Exchange Agent,
shall receive in exchange therefor the certificate or certificates representing
the shares of FAB Common Stock into which such shares of BNR Common Stock have
been converted under Section 3.1 of this Agreement, together with all
undelivered dividends and other distributions in respect of such shares
(without interest thereon) pursuant to Section 4.2 of this Agreement and, to
the extent required by Section 3.5 of this Agreement, cash in lieu of any
fractional share of FAB Common Stock to which such holder otherwise would be
entitled (without interest). Until so surrendered, each outstanding
certificate of BNR Common Stock shall be deemed for all purposes, other than as
provided below with respect to the payment of dividends or other distributions
payable to the holders of shares of FAB Common Stock, to represent the number
of whole shares of FAB Common Stock into which the number of shares of BNR
Common Stock represented thereby prior to the Effective Time shall have been
converted. FAB shall not be obligated to deliver the certificate or
certificates representing the shares of FAB Common Stock to which any former
holder of BNR Common Stock is entitled as a result of the Merger, or any
dividends or distributions in respect of those shares, until such holder
surrenders his certificate or certificates representing the shares of BNR
Common Stock for exchange as provided in this Section 4.1 or otherwise complies
with the procedures of the Exchange Agent with respect to lost, stolen, or
destroyed certificates.. The certificate or certificates of BNR Common Stock
so surrendered shall be duly endorsed as the Exchange Agent may require. Any
other provision of this Agreement notwithstanding, neither FAB, BNR, nor the
Exchange Agent shall be liable to a holder of BNR Common Stock for any amounts
paid or property delivered in good faith to a public official pursuant to any
applicable abandoned property Law.

4.2 RIGHTS OF FORMER BNR SHAREHOLDERS. At the Effective
Time, the stock transfer books of BNR shall be closed as to holders of BNR
Common Stock immediately prior to the Effective Time and no transfer of BNR
Common Stock by any such holder shall thereafter be made or recognized. Until
surrendered for exchange in accordance with the provisions of Section 4.1 of
this Agreement, each certificate theretofore representing shares of BNR Common
Stock (other than shares to be canceled pursuant to Sections 3.3 and 3.4 of
this Agreement) shall from and after the Effective Time represent for all
purposes the number of shares of FAB Common Stock into which the shares of BNR
Common Stock represented thereby shall have been converted under Section 3.1 of
this Agreement and the cash issuable in lieu of fractional

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shares under Section 3.5 of this Agreement. To the extent permitted by Law,
former shareholders of record of BNR shall be entitled to vote after the
Effective Time at any meeting of FAB shareholders the number of whole shares of
FAB Common Stock into which their respective shares of BNR Common Stock are
converted, regardless of whether such holders have exchanged their certificates
representing BNR Common Stock for certificates representing FAB Common Stock in
accordance with the provisions of this Agreement. Whenever a dividend or other
distribution is declared by FAB on the FAB Common Stock, the record date for
which is at or after the Effective Time, the declaration shall include
dividends or other distributions on all shares issuable pursuant to this
Agreement, but no dividend or other distribution payable to the holders of
record of FAB Common Stock as of any time subsequent to the Effective Time
shall be delivered to the holder of any certificate representing shares of BNR
Common Stock issued and outstanding at the Effective Time until such holder
surrenders such certificate for exchange as provided in Section 4.1 of this
Agreement. However, upon surrender of such BNR Common Stock certificate, both
the FAB Common Stock certificate (together with all such undelivered dividends
or other distributions without interest) and any undelivered cash payments to
be paid for fractional share interests (without interest) shall be delivered
and paid with respect to each share represented by such certificate.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BNR

BNR hereby represents and warrants to FAB as follows:

5.1 ORGANIZATION, STANDING, AND POWER. BNR is a
corporation duly organized and validly existing, and in good standing under the
Laws of the State of Louisiana, and has the corporate power and authority to
carry on its business as now conducted and to own, lease, and operate its
material Assets. BNR is duly qualified or licensed to transact business as a
foreign corporation in good standing in the States of the United States and
foreign jurisdictions where the character of its Assets or the nature or
conduct of its business requires it to be so qualified or licensed, except for
such jurisdictions in which the failure to be so qualified or licensed is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on BNR.

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5.2 AUTHORITY; NO BREACH BY AGREEMENT.

(a) BNR has the corporate power and authority
necessary to execute, deliver, and perform its obligations under this Agreement
and to consummate the transactions contemplated hereby. The execution,
delivery, and performance of this Agreement and the consummation of the
transactions contemplated herein, including the Merger, have been duly and
validly authorized by all necessary corporate action in respect thereof on the
part of BNR, subject to the approval of this Agreement by the required vote of
the outstanding BNR Common Stock, which is the only shareholder vote required
for approval of this Agreement and consummation of the Merger by BNR. Subject
to such requisite shareholder approval, this Agreement represents a legal,
valid, and binding obligation of BNR, enforceable against BNR in accordance
with its terms (except in all cases as such enforceability may be limited by
(i) applicable bankruptcy, insolvency, reorganization, moratorium, or similar
Laws affecting the enforcement of creditors' rights generally and (ii)
application of, and limitations on the application of, equitable principles and
remedies, including limitations on the availability of the equitable remedy of
specific performance or injunctive relief.

(b) Neither the execution and delivery of this
Agreement by BNR, nor the consummation by BNR of the transactions contemplated
hereby, nor compliance by BNR with any of the provisions hereof, will (i)
conflict with or result in a breach of any provision of BNR's Articles of
Incorporation or Bylaws, or (ii) constitute or result in a Default under, or
require any Consent pursuant to, or result in the creation of any Lien on any
Asset of any BNR Company under, any Contract or Permit of any BNR Company,
where such Default or Lien, or any failure to obtain such Consent, is
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on BNR, or, (iii) subject to receipt of the requisite approvals referred
to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to
any BNR Company or any of their respective material Assets.

(c) Other than in connection or compliance with
the provisions of the Securities Laws, applicable state corporate and
securities Laws, and rules of the NYSE and the NASD, and other than Consents
required from Regulatory Authorities, and other than notices to or filings with
the Internal Revenue Service or the Pension Benefit Guaranty Corporation or
both with respect to any employee benefit plans, or under the HSR Act, and
other than Consents, filings, or notifications which, if not obtained or made,
are not reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on BNR, no notice to, filing with, or Consent of, any public
body or authority is necessary for the consummation by BNR of the Merger and
the other transactions contemplated in this Agreement.

5.3 CAPITAL STOCK. The authorized capital stock of BNR
consists of 5,000,000 shares of BNR Common Stock, of which 326,218 shares are
issued and outstanding as of the date of this Agreement and not more than
326,218 shares will be issued and outstanding at the Effective Time. All of
the issued and outstanding shares of capital stock of BNR are duly and validly
issued and outstanding and are fully paid and nonassessable under the LBCL. To
the Knowledge of BNR, none of the outstanding shares of capital stock of BNR
has been issued in

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violation of any preemptive rights of the current or past shareholders of BNR.
Except as set forth above or as disclosed in Section 5.3 of the BNR Disclosure
Memorandum, there are no shares of capital stock or other equity securities of
BNR outstanding and no outstanding Rights relating to the capital stock of BNR.

5.4 BNR SUBSIDIARIES. BNR has disclosed in Section 5.4
of the BNR Disclosure Memorandum all of the BNR Subsidiaries as of the date of
this Agreement. Except as disclosed in Section 5.4 of the BNR Disclosure
Memorandum, BNR or one of its Subsidiaries owns all of the issued and
outstanding shares of capital stock of each BNR Subsidiary. No equity
securities of any BNR Subsidiary are or may become required to be issued (other
than to another BNR Company) by reason of any Rights, and there are no
Contracts by which any BNR Subsidiary is bound to issue (other than to another
BNR Company) additional shares of its capital stock or Rights or by which any
BNR Company is or may be bound to transfer any shares of the capital stock of
any BNR Subsidiary (other than to another BNR Company). There are no Contracts
relating to the rights of any BNR Company to vote or to dispose of any shares
of the capital stock of any BNR Subsidiary. All of the shares of capital stock
of each BNR Subsidiary held by a BNR Company are fully paid and (except
pursuant to 12 USC Section 55 in the case of national banks and comparable,
applicable state Law, if any, in the case of state depository institutions)
nonassessable under the applicable corporation Law of the jurisdiction in which
such Subsidiary is incorporated or organized and are owned by the BNR Company
free and clear of any Lien. Each BNR Subsidiary is either a bank, a savings
association, or a corporation, and is duly organized, validly existing, and (as
to corporations) in good standing under the Laws of the jurisdiction in which
it is incorporated or organized, and has the corporate power and authority
necessary for it to own, lease, and operate its Assets and to carry on its
business as now conducted. Each BNR Subsidiary is duly qualified or licensed
to transact business as a foreign corporation in good standing in the States of
the United States and foreign jurisdictions where the character of its Assets
or the nature or conduct of its business requires it to be so qualified or
licensed, except for such jurisdictions in which the failure to be so qualified
or licensed is not reasonably likely to have, individually or in the aggregate,
a Material Adverse Effect on BNR. Each BNR Subsidiary that is a depository
institution is an "insured institution" as defined in the Federal Deposit
Insurance Act and applicable regulations thereunder, and the deposits in which
are insured by the Bank Insurance Fund or the Savings Association Insurance
Fund, as appropriate, to the extent provided by applicable law.

5.5 FINANCIAL STATEMENTS. BNR has included in Section
5.5 of the BNR Disclosure Memorandum copies of all BNR Financial Statements
for periods ended prior to the date hereof and will deliver to FAB copies of
all BNR Financial Statements prepared subsequent to the date hereof. The BNR
Financial Statements (as of the dates thereof and for the periods covered
thereby) present or will present, as the case may be, fairly the consolidated
financial position of the BNR Companies as of the dates indicated and the
consolidated results of operations, changes in stockholders' equity, and cash
flows of the BNR Companies for the periods indicated, in accordance with GAAP
(subject to any exceptions as to consistency specified therein or as may be
indicated in the notes thereto or, in the case of interim financial statements,
to normal recurring year-end adjustments that are not material in amount of
effect and to the absence from

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interim financial statements of any footnote disclosures).

5.6 ABSENCE OF UNDISCLOSED LIABILITIES. Except as
disclosed in Section 5.6 of the BNR Disclosure Memorandum, no BNR Company has
any Liabilities that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on BNR, except Liabilities which are
accrued or reserved against in the consolidated balance sheets of BNR as of
December 31, 1993 included in the BNR Financial Statements or reflected in the
notes thereto. Except as disclosed in Section 5.6 of the BNR Disclosure
Memorandum, no BNR Company has incurred or paid any Liability since December
31, 1993, except for such Liabilities incurred or paid in the ordinary course
of business consistent with past business practice and which are not reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
BNR.

5.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December
31, 1993, except as disclosed in Section 5.7 of the BNR Disclosure Memorandum,
or in the BNR Financial Statements delivered prior to the date of this
Agreement, to the Knowledge of BNR,(i) there have been no events, changes, or
occurrences which have had, or are reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on BNR, and (ii) the BNR Companies
have not taken any action, or failed to take any action, prior to the date of
this Agreement, which action or failure, if taken after the date of this
Agreement, would represent or result in a material breach or violation of any
of the covenants and agreements of BNR provided in Article 7 of this Agreement.

5.8 TAX MATTERS.

(a) All Tax returns required to be filed by or on
behalf of any of the BNR Companies have been timely filed or requests for
extensions have been timely filed, granted, and have not expired for periods
ended on or before December 31, 1993, and on or before the date of the most
recent fiscal year end immediately preceding the Effective Time, except to the
extent that all such failures to file or untimely filings, individually or in
the aggregate, are not reasonably likely to have a Material Adverse Effect on
BNR and all returns filed are complete and accurate in all material respects to
the Knowledge of BNR. All Taxes shown on filed returns have been paid. There
is no audit examination, deficiency, refund Litigation, or penalties due or
owed with respect to any Taxes that is reasonably and likely to result in a
determination that would have a Material Adverse Effect on BNR, except as
reserved against in the BNR Financial Statements delivered prior to the date of
this Agreement or as disclosed in Section 5.8 of the BNR Disclosure Memorandum.
All Taxes and other Liabilities due with respect to completed and settled
examinations or concluded Litigation have been paid.

(b) None of the BNR Companies has executed an
extension or waiver of any statute of limitations on the assessment or
collection of any Tax due (excluding such statutes that relate to years
currently under examination by the Internal Revenue Service or other applicable
taxing authorities) that is currently in effect.

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become due for any of the BNR Companies for the period or periods through and
including the date of the respective BNR Financial Statements has been made and
is reflected on such BNR Financial Statements.

(d) Effective for the fiscal year ended December
31, 1993, BNR adopted Financial Accounting Standards Board Statement 109,
"Accounting for Income Taxes."

(e) Each of the BNR Companies is in compliance
with, and its records contain the information and documents (including properly
completed IRS Forms W-9) necessary to comply with, in all material respects,
applicable information reporting and Tax withholding requirements under
federal, state, and local Tax Laws, and such records identify the accounts
subject to backup withholding under Section 3406 of the Internal Revenue Code.

5.9 ENVIRONMENTAL MATTERS.

(a) To the Knowledge of BNR, each BNR Company,
its Participation Facilities, and its Loan Properties are, and have been, in
compliance with all Environmental Laws, except for such instances of
non-compliance that are not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on BNR.

(b) To the Knowledge of BNR, there is no
Litigation pending or threatened before any court, governmental agency, or
authority or other forum in which any BNR Company or any of its Loan Properties
or Participation Facilities has been or, with respect to threatened Litigation,
may be named as a defendant or potentially responsible party (i) for alleged
noncompliance (including by any predecessor) with any Environmental Law or (ii)
relating to the release into the environment of any Hazardous Material, whether
or not occurring at, on, under, or involving a site owned, leased, or operated
by any BNR Company or any of its Loan Properties or Participation Facilities,
except for such Litigation pending or threatened that is not reasonably likely
to have, individually or in the aggregate, a Material Adverse Effect on BNR,
and to the Knowledge of BNR, there is no reasonable basis for any such
Litigation.

(c) To the Knowledge of BNR, there have been no
releases in violation of Environmental Laws of Hazardous Material in, on,
under, or affecting any Participation Facility, or Loan Property, except such
as are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on BNR.

5.10 COMPLIANCE WITH LAWS. BNR is duly registered as a
bank holding company under the BHC Act. Each BNR Company has in effect all
Permits necessary for it to own, lease, or operate its material Assets and to
carry on its business as now conducted, and there has occurred no Default under
any such Permit other than Defaults which are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on BNR. Except as
disclosed in Section 5.10 of the BNR Disclosure Memorandum, none of the BNR
Companies:

(a) is in violation of any Laws, Orders, or
Permits applicable to its business

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or employees conducting its business, except for violations which are
not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on BNR; and

(b) has received any notification or
communication from any agency or department of federal, state, or
local government or any Regulatory Authority or the staff thereof (i)
asserting that any BNR Company is not in compliance with any of the
Laws or Orders which such governmental authority or Regulatory
Authority enforces, where such noncompliance is reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on
BNR, (ii) threatening to revoke any Permits, or (iii) requiring any
BNR Company to enter into or consent to the issuance of a cease and
desist order, formal agreement, directive, commitment, or memorandum
of understanding, or to adopt any Board resolution or similar
undertaking, which restricts materially the conduct of its business,
or in any manner relates to its capital adequacy, its credit or
reserve policies, its management, or the payment of dividends.

5.11 EMPLOYEE BENEFIT PLANS.

(a) BNR has disclosed in Section 5.11 of the BNR
Disclosure Memorandum, and has delivered or made available to FAB prior to the
execution of this Agreement copies in each case of, all written pension,
retirement, profit-sharing, deferred compensation, stock option, employee stock
ownership, severance pay, vacation, bonus, or other incentive plan, all other
written employee programs, arrangements, or agreements, all medical, vision,
dental, or other written health plans, all life insurance plans, and all other
written employee benefit plans or fringe benefit plans, including written
"employee benefit plans" as that term is defined in Section 3(3) of ERISA,
currently adopted, maintained by, sponsored in whole or in part by, or
contributed to, by any BNR Company or Affiliate thereof for the benefit of
employees, retirees, dependents, spouses, directors, independent contractors,
or other beneficiaries and under which employees, retirees, dependents,
spouses, directors, independent contractors, or other beneficiaries are
eligible to participate (collectively, the "BNR Benefit Plans"). Any of the
BNR Benefit Plans which is an "employee pension benefit plan," as that term is
defined in Section 3(2) of ERISA, is referred to herein as a "BNR ERISA Plan."
Each BNR ERISA Plan which is also a "defined benefit plan" (as defined in
Section 414(j) of the Internal Revenue Code) is referred to herein as a "BNR
Pension Plan." No BNR Pension Plan is or has been a multiemployer plan within
the meaning of Section 3(37) of ERISA.

(b) To the Knowledge of BNR, all BNR Benefit
Plans are in compliance with the applicable terms of ERISA, the Internal
Revenue Code, and any other applicable Laws the breach or violation of which
are reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on BNR. Except as disclosed in Section 5.11(b) of the BNR
Disclosure Memorandum, each BNR ERISA Plan which is intended to be qualified
under Section 401(a) of the Internal Revenue Code has received a favorable
determination letter from the Internal Revenue Service, and BNR is not aware of
any circumstances likely to result in revocation of any such favorable
determination letter. To the Knowledge of BNR, no BNR Company has engaged in a
transaction with respect to any BNR Benefit Plan that, assuming the taxable
period

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of such transaction expired as of the date hereof, would subject any BNR
Company to a tax or penalty imposed by either Section 4975 of the Internal
Revenue Code or Section 502(i) of ERISA that, individually or in the aggregate,
is reasonably likely to have a Material Adverse Effect on BNR.

(c) No BNR Pension Plan has any "unfunded current
liability," as that term is defined in Section 302(d)(8)(A) of ERISA, and the
fair market value of the assets of any such plan equals or exceeds the plan's
"benefit liabilities," as that term is defined in Section 4001(a)(16) of ERISA,
when determined under actuarial factors that would apply if the plan terminated
in accordance with all applicable legal requirements. Since the date of the
most recent actuarial valuation, there has been (i) no material change in the
financial position of any BNR Pension Plan, (ii) no change in the actuarial
assumptions with respect to any BNR Pension Plan, and (iii) no increase in
benefits under any BNR Pension Plan as a result of plan amendments or changes
in applicable Law which is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on BNR or materially adversely affect the
funding status of any such plan. Neither any BNR Pension Plan nor any
"single-employer plan," within the meaning of Section 4001(a)(15) of ERISA,
currently or formerly maintained by any BNR Company, or the single-employer
plan of any entity which is considered one employer with BNR under Section 4001
of ERISA or Section 414 of the Internal Revenue Code or Section 302 of ERISA
(whether or not waived) (an "ERISA Affiliate") has an "accumulated funding
deficiency" within the meaning of Section 412 of the Internal Revenue Code or
Section 302 of ERISA. No BNR Company has provided, or is required to provide,
security to a BNR Pension Plan or to any single-employer plan of an ERISA
Affiliate pursuant to Section 401(a)(29) of the Code.

(d) No Liability under Subtitle C or D of Title
IV of ERISA has been or is expected to be incurred by any BNR Company with
respect to any ongoing, frozen, or terminated single-employer plan or the
single-employer plan of any ERISA Affiliate. No BNR Company has incurred any
withdrawal Liability with respect to a multiemployer plan under Subtitle B of
Title IV of ERISA (regardless of whether based on contributions of an ERISA
Affiliate). No notice of a "reportable event," within the meaning of Section
4043 of ERISA for which the 30-day reporting requirement has not been waived,
has been required to be filed for any BNR Pension Plan or by any ERISA
Affiliate within the 12-month period ending on the date hereof.

(e) Except as disclosed in Section 5.11 of the
BNR Disclosure Memorandum, no BNR Company has any Liability for retiree health
and life benefits under any of the BNR Benefit Plans and, to the Knowledge of
BNR, there are no restrictions on the rights of such BNR Company to amend or
terminate any such Plan without incurring any Liability thereunder.

(f) Except as disclosed in Section 5.11 of the
BNR Disclosure Memorandum, neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will (i) result in
any payment (including severance, unemployment compensation, golden parachute,
or otherwise) becoming due to any director or any employee of any BNR Company
from any BNR Company under any BNR Benefit Plan or otherwise,

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(ii) increase any benefits otherwise payable under any BNR Benefit Plan, or
(iii) result in any acceleration of the time of payment or vesting of any such
benefit.

(g) The actuarial present values of all accrued
deferred compensation entitlements (including entitlements under any executive
compensation, supplemental retirement, or employment agreement) of employees
and former employees of any BNR Company and their respective beneficiaries,
other than entitlements accrued pursuant to funded retirement plans subject to
the provisions of Section 412 of the Internal Revenue Code or Section 302 of
ERISA, have been fully reflected on the BNR Financial Statements to the extent
required by and in accordance with GAAP.

5.12 MATERIAL CONTRACTS. Except as disclosed in Section
5.12 of the BNR Disclosure Memorandum or otherwise reflected in the BNR
Financial Statements, none of the BNR Companies, nor any of their respective
Assets, businesses, or operations, is a party to, or is bound or affected by,
or receives benefits under, (i) any employment, severance, termination,
consulting, or retirement Contract providing for aggregate payments to any
Person in any calendar year in excess of $50,000, (ii) any Contract relating to
the borrowing of money by any BNR Company or the guarantee by any BNR Company
of any such obligation (other than Contracts evidencing deposit liabilities,
purchases of federal funds, fully-secured repurchase agreements, and Federal
Home Loan Bank advances of depository institution Subsidiaries, trade payables,
and Contracts relating to borrowings or guarantees made in the ordinary course
of business), (iii) any Contracts between or among BNR Companies, and (iv) any
other Contract or amendment thereto that would be required to be filed as an
exhibit to a Form 10-K filed by BNR with the SEC as of the date of this
Agreement that has not been filed as an exhibit to BNR's Form 10-K filed for
the fiscal year ended December 31, 1993 (together with all Contracts referred
to in Section 5.11(a) of this Agreement, the "BNR Contracts"). None of the BNR
Companies is in Default under any BNR Contract where such Default, individually
or in the aggregate, is reasonably likely to have a Material Adverse Effect on
BNR. All of the indebtedness of any BNR Company for money borrowed is
prepayable at any time by such BNR Company without penalty or premium.

5.13 LEGAL PROCEEDINGS. Except as disclosed in Section
5.13 of the BNR Disclosure Memorandum, there is no Litigation instituted or
pending, or, to the Knowledge of BNR, threatened (or unasserted but considered
probable of assertion and which if asserted would have at least a reasonable
probability of an unfavorable outcome) against any BNR Company, or against any
Asset, interest, or right of any of them, that is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on BNR, nor are
there any Orders of any Regulatory Authorities, other governmental authorities,
or arbitrators outstanding against any BNR Company that is reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on BNR.
Section 5.13 of the BNR Disclosure Memorandum includes a summary report of all
Litigation as of the date of this Agreement to which any BNR Company is a party
and which names a BNR Company as a defendant or cross-defendant.

5.14 STATEMENTS TRUE AND CORRECT. As of their respective
dates, each report and

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other document, including financial statements, exhibits, and schedules
thereto, filed by a BNR Company with any Regulatory Authority complied in all
material respects with all applicable Laws, and as of its respective date, each
such report and document did not, in all material respects, contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements made therein, in light of
the circumstances under which they were made, not misleading. No statement,
certificate, instrument, or other writing furnished or to be furnished by any
BNR Company or any Affiliate thereof to FAB pursuant to this Agreement or any
other document, agreement, or instrument referred to herein contains or will
contain any untrue statement of material fact or will omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. None of the information supplied
or to be supplied by any BNR Company or any Affiliate thereof for inclusion in
the Registration Statement to be filed by FAB with the SEC will, when the
Registration Statement becomes effective, be false or misleading with respect
to any material fact, or contain any untrue statement of a material fact, or
omit to state any material fact required to be stated thereunder or necessary
to make the statements therein not misleading. None of the information
supplied or to be supplied by any BNR Company or any Affiliate thereof for
inclusion in the Proxy Statement to be mailed to BNR shareholders in connection
with the Shareholders' Meeting, and any other documents to be filed by a BNR
Company or any Affiliate thereof with the SEC or any other Regulatory Authority
in connection with the transactions contemplated hereby, will, at the
respective time such documents are filed, and with respect to the Proxy
Statement, when first mailed to the shareholders of BNR, be false or misleading
with respect to any material fact, or contain any misstatement of material
fact, or omit to state any material fact required to be stated thereunder or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, or, in the case of the Proxy Statement or
any amendment thereof or supplement thereto, at the time of the Shareholders'
Meeting, be false or misleading with respect to any material fact, or omit to
state any material fact required to be stated thereunder or necessary to
correct any material statement in any earlier communication with respect to the
solicitation of any proxy for the Shareholders' Meeting. All documents that
any BNR Company or any Affiliate thereof is responsible for filing with any
Regulatory Authority in connection with the transactions contemplated hereby
will comply as to form in all material respects with the provisions of
applicable Law.

5.15 TAX AND REGULATORY MATTERS. No BNR Company or any
Affiliate thereof has taken any action or has any Knowledge of any fact or
circumstance that is reasonably likely to (i) prevent the transactions
contemplated hereby, including the Merger, from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code, or (ii)
materially impede receipt of any Consents of Regulatory Authorities referred to
in Section 9.1(b) of this Agreement or result in the imposition of a condition
or restriction of the type referred to in the last sentence of such Section.

5.16 STATE TAKEOVER LAWS. To the extent applicable, each
BNR Company has taken all necessary action to exempt the transactions
contemplated by this Agreement from Sections 132 et. seq. and 135 et. seq. of
the LBCL and any comparable provisions of the Articles of

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Incorporation of BNR.

5.17 DIRECTORS' AGREEMENTS. Each of the directors of BNR
has executed and delivered to FAB an agreement in substantially the form of
Exhibit 1.

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF FAB

FAB hereby represents and warrants to BNR as follows:

6.1 ORGANIZATION, STANDING, AND POWER. FAB is a
corporation duly organized, validly existing, and in good standing under the
Laws of the State of Delaware, and has the corporate power and authority to
carry on its business as now conducted and to own, lease, and operate its
material Assets. FAB is duly qualified or licensed to transact business as a
foreign corporation in good standing in the States of the United States and
foreign jurisdictions where the character of its Assets or the nature or
conduct of its business requires it to be so qualified or licensed, except for
such jurisdictions in which the failure to be so qualified or licensed is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on FAB.

6.2 AUTHORITY; NO BREACH BY AGREEMENT.

(a) FAB has the corporate power and authority
necessary to execute, deliver, and perform its obligations under this Agreement
and to consummate the transactions contemplated hereby. The execution,
delivery, and performance of this Agreement and the consummation of the
transactions contemplated herein, including the Merger, have been duly and
validly authorized by all necessary corporate action in respect thereof on the
part of FAB. This Agreement represents a legal, valid, and binding obligation
of FAB, enforceable against FAB in accordance with its terms (except in all
cases as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, or similar Laws affecting the
enforcement of creditors' rights generally and except that the availability of
the equitable remedy of specific performance or injunctive relief is subject to
the discretion of the court before which any proceeding may be brought).

(b) Neither the execution and delivery of this
Agreement by FAB, nor the consummation by FAB of the transactions contemplated
hereby, nor compliance by FAB with any of the provisions hereof, will (i)
conflict with or result in a breach of any provision of FAB's Certificate of
Incorporation or Bylaws, or (ii) constitute or result in a Default under, or
require any Consent pursuant to, or result in the creation of any Lien on any
Asset of any FAB Company under, any Contract or Permit of any FAB Company,
where such Default or Lien, or any failure to obtain such Consent, is
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on FAB, or, (iii) subject to receipt of the requisite approvals referred
to in Section 9.1(b) of this Agreement, violate any Law or Order applicable to
any FAB Company or any of their respective material Assets.

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(c) Other than in connection or compliance with
the provisions of the Securities Laws, applicable state corporate and
securities Laws, and rules of the NYSE and the NASD, and other than Consents
required from Regulatory Authorities, and other than notices to or filings with
the Internal Revenue Service or the Pension Benefit Guaranty Corporation, or
both, with respect to any employee benefit plans, or under the HSR Act, and
other than Consents, filings, or notifications which, if not obtained or made,
are not reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on FAB, no notice to, filing with, or Consent of, any public
body or authority is necessary for the consummation by FAB of the Merger and
the other transactions contemplated in this Agreement.

6.3 CAPITAL STOCK. The authorized capital stock of FAB
consists of 60,000,000 shares of FAB Common Stock, of which 41,049,325 shares
were issued and outstanding and 1,470,700 shares were held as treasury shares
as of December 31, 1993. All of the issued and outstanding shares of FAB
Common Stock are, and all of the shares of FAB Common Stock to be issued in
exchange for shares of BNR Common Stock upon consummation of the Merger, when
issued in accordance with the terms of this Agreement, will be, duly and
validly issued and outstanding, and fully paid and nonassessable under the
DGCL. None of the outstanding shares of FAB Common Stock has been, and none of
the shares of FAB Common Stock to be issued in exchange for shares of BNR
Common Stock upon consummation of the Merger will be, issued in violation of
any preemptive rights of the current or past shareholders of FAB.

6.4 FAB SUBSIDIARIES. FAB has disclosed in Exhibit
21 of its Annual Report on Form 10-K for the fiscal year ended December 31,
1993, all of the material FAB Subsidiaries as of the date of such report.
Except as disclosed in such report, FAB or one of its Subsidiaries, owns all of
the issued and outstanding shares of capital stock of each material FAB
Subsidiary. All of the shares of capital stock of each material FAB Subsidiary
held by a FAB Company are fully paid and (except pursuant to 12 USC Section 55
in the case of national banks and comparable, applicable state Law, if any, in
the case of state depository institutions) nonassessable under the applicable
corporation Law of the jurisdiction in which such Subsidiary is incorporated or
organized and are owned by the FAB Company free and clear of any Lien. Each
material FAB Subsidiary is either a bank, a savings association, or a
corporation, and is duly organized, validly existing, and (as to corporations)
in good standing under the Laws of the jurisdiction in which it is incorporated
or organized, and has the corporate power and authority necessary for it to
own, lease, and operate its Assets and to carry on its business as now
conducted. Each material FAB Subsidiary is duly qualified or licensed to
transact business as a foreign corporation in good standing in the States of
the United States and foreign jurisdictions where the character of its Assets
or the nature or conduct of its business requires it to be so qualified or
licensed, except for such jurisdictions in which the failure to be so qualified
or licensed is not reasonably likely to have, individually or in the aggregate,
a Material Adverse Effect on FAB. Each material FAB Subsidiary that is a
depository institution is an "insured institution" as defined in the Federal
Deposit Insurance Act and applicable regulations thereunder, and the deposits
in which are insured by the Bank Insurance Fund or the Savings Association
Insurance Fund, as appropriate, to the extent provided by applicable law.

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6.5 FINANCIAL STATEMENTS. FAB has included in Section
6.53 of the FAB Disclosure Memorandum all FAB Financial Statements for periods
ended prior to the date hereof and will deliver to BNR copies of all FAB
Financial Statements prepared subsequent to the date hereof. The FAB Financial
Statements (as of the dates thereof and for the periods covered thereby)
present or will present, as the case may be, fairly the consolidated financial
position of the FAB Companies as of the dates indicated and the consolidated
results of operations, changes in shareholders' equity, and cash flows of the
FAB Companies for the periods indicated, in accordance with GAAP (subject to
exceptions as to consistency specified therein or as may be indicated in the
notes thereto or, in the case of interim financial statements, to normal
recurring year-end adjustments that are not material in amount or effect and to
the absence from interim financial statements of complete footnote
disclosures).

6.6 ABSENCE OF UNDISCLOSED LIABILITIES. No FAB Company
has any Liabilities (including Liabilities relating to matters contemplated by
Sections 5.8, 5.9, and 5.11 of this Agreement assuming for purposes of this
Section 6.6 that such Sections apply to FAB that are reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on FAB, except
Liabilities which are accrued or reserved against in the consolidated balance
sheets of FAB as of December 31, 1993, included in the FAB Financial Statements
or reflected in the notes thereto. No FAB Company has incurred or paid any
Liability since December 31, 1993, except for such Liabilities incurred or paid
in the ordinary course of business consistent with past business practice and
which are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on FAB.

6.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December
31, 1993, except as disclosed in the FAB Financial Statements delivered prior
to the date of this Agreement, (i) there have been no events, changes, or
occurrences which have had, or are reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on FAB, and (ii) the FAB Companies
have not taken any action, or failed to take any action, prior to the date of
this Agreement, which action or failure, if taken after the date of this
Agreement would represent or result in a material breach or violation of any of
the covenants and agreements of FAB provided in Article 7 of this Agreement.

6.8 COMPLIANCE WITH LAWS. FAB is duly registered as a
bank holding company under the BHC Act. Each FAB Company has in effect all
Permits necessary for it to own, lease, or operate its material Assets and to
carry on its business as now conducted, and there has occurred no Default under
any such Permit, other than Defaults which are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on FAB. No FAB
Company:

(a) is in violation of any Laws, Orders, or
Permits applicable to its business or employees conducting its
business, except for violations which are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on
FAB; and

(b) has received any notification or
communication from any agency or

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department of federal, state, or local government or any Regulatory
Authority or the staff thereof (i) asserting that any FAB Company is
not in compliance with any of the Laws or Orders which such
governmental authority or Regulatory Authority enforces, where such
noncompliance is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on FAB, (ii) threatening to
revoke any Permits, or (iii) requiring any FAB Company to enter into
or consent to the issuance of a cease and desist order, formal
agreement, directive, commitment or memorandum of understanding, or to
adopt any Board resolution or similar undertaking, which restricts
materially the conduct of its business, or in any manner relates to
its capital adequacy, its credit or reserve policies, its management,
or the payment of dividends.

6.9 LEGAL PROCEEDINGS. There is no Litigation instituted or
pending, or, to the Knowledge of FAB, threatened (or unasserted but considered
probable of assertion and which if asserted would have at least a reasonable
probability of an unfavorable outcome) against any FAB Company, or against any
Asset, interest, or right of any of them, that is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on FAB, nor are
there any Orders of any Regulatory Authorities, other governmental authorities,
or arbitrators outstanding against any FAB Company, that is reasonably likely
to have, individually or in the aggregate, a Material Adverse Effect on FAB.

6.10 STATEMENTS TRUE AND CORRECT. As of their respective dates,
each report and other document, including financial statements, exhibits, and
schedules thereto, filed by a FAB Company with any Regulatory Authority
complied in all material respects with all applicable Laws, and as of its
respective date, each such report and document did not, in all material
respects, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they were made, not
misleading. No statement, certificate, instrument, or other writing furnished
or to be furnished by any FAB Company or any Affiliate thereof to BNR pursuant
to this Agreement or any other document, agreement, or instrument referred to
herein contains or will contain any untrue statement of material fact or will
omit to state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading. None of
the information supplied or to be supplied by any FAB Company or any Affiliate
thereof for inclusion in the Registration Statement to be filed by FAB with the
SEC, will, when the Registration Statement becomes effective, be false or
misleading with respect to any material fact, or contain any untrue statement
of a material fact, or omit to state any material fact required to be stated

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thereunder or necessary to make the statements therein not misleading. None of
the information supplied or to be supplied by any FAB Company or any Affiliate
thereof for inclusion in the Proxy Statement to be mailed to BNR shareholders
in connection with the Shareholders' Meeting, and any other documents to be
filed by any FAB Company or any Affiliate thereof with the SEC or any other
Regulatory Authority in connection with the transactions contemplated hereby,
will, at the respective time such documents are filed, and with respect to the
Proxy Statement, when first mailed to the shareholders of BNR, be false or
misleading with respect to any material fact, or contain any misstatement of a
material fact or, omit to state any material fact required to be stated
thereunder or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or, in the case of
the Proxy Statement, or any amendment thereof or supplement thereto, at the
time of the Shareholders' Meeting, be false or misleading with respect to any
material fact, or omit to state any material fact required to be stated
thereunder or necessary to correct any statement in any earlier communication
with respect to the solicitation of any proxy for the Shareholders' Meeting.
All documents that any FAB Company or any Affiliate thereof is responsible for
filing with any Regulatory Authority in connection with the transactions
contemplated hereby will comply as to form in all material respects with the
provisions of applicable Law.

6.11 TAX AND REGULATORY MATTERS. No FAB Company or any Affiliate
thereof has taken any action or has any Knowledge of any fact or circumstance
that is reasonably likely to (i) prevent the transactions contemplated hereby,
including the Merger, from qualifying as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code, or (ii) materially impede receipt
of any Consents of Regulatory Authorities referred to in Section 9.1(b) of this
Agreement or result in the imposition of a condition or restriction of the type
referred to in the last sentence of such Section.

ARTICLE 7
CONDUCT OF BUSINESS PENDING CONSUMMATION

7.1 AFFIRMATIVE COVENANTS OF BNR. Unless the prior written
consent of the chief executive officer, appropriate regional president, or
chief financial officer of FAB shall have been obtained, and except as
otherwise expressly contemplated herein or disclosed in Section 7.1 of the BNR
Disclosure Memorandum, BNR shall and shall cause each of its Subsidiaries to,
from the date of this Agreement until the Effective Time or termination of this
Agreement, (i) operate its business only in the usual, regular, and ordinary
course, (ii) preserve intact in all material respects its business organization
and Assets and maintain its rights and franchises, and (iii) take no action
which would (x) materially adversely affect the ability of any Party to obtain
any Consents required for the transactions contemplated hereby without
imposition of a condition or restriction of the type referred to in the last
sentences of Section 9.1(b) or 9.1(c) of this Agreement, or (y) materially
adversely affect the ability of any Party to perform its covenants and
agreements under this Agreement.

7.2 NEGATIVE COVENANTS OF BNR. Except as disclosed in Section
7.2 of the BNR Disclosure Memorandum for the applicable paragraphs indicated
below, from the date of this Agreement until the earlier of the Effective Time
or the termination of this Agreement, BNR covenants and agrees that it will not
do or agree or commit to do, or permit any of its Subsidiaries to do or agree
or commit to do, any of the following without the prior written consent of the
chief executive officer, appropriate regional president, or chief financial
officer of FAB, which consent shall not be unreasonably withheld:

(a) amend the Articles of Incorporation, Bylaws, or other
governing

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instruments of any BNR Company; or

(b) incur any additional debt obligation or other
obligation for borrowed money (other than indebtedness of a BNR Company
to another BNR Company) in excess of an aggregate amount outstanding at
any time of $150,000 (for the BNR Companies on a consolidated basis)
except in the ordinary course of the business of BNR Subsidiaries
consistent with past practices (which shall include, for BNR Subsidiaries
that are depository institutions, creation of deposit liabilities,
purchases of federal funds, advances from the Federal Reserve Bank or
Federal Home Loan Bank, whether or not such BNR Subsidiaries have
previously received any such advances, overnight borrowings to meet
temporary liquidity needs, and entry into repurchase agreements fully
secured by U.S. Government or agency securities), or impose, or suffer
the imposition, on any Asset of any BNR Company of any Lien or permit any
such Lien to exist (other than in connection with deposits, repurchase
agreements, bankers acceptances, "treasury tax and loan" accounts
established in the ordinary course of business, the satisfaction of legal
requirements in the exercise of trust powers, Liens to secure debt
obligations or other obligations for borrowed money permitted under this
paragraph (b), and Liens in effect as of the date hereof that are
disclosed in the BNR Disclosure Memorandum); it being understood that
Bank of New Roads has not previously but may in the future, borrow funds
from the Federal Home Loan Bank to be secured by Liens and such
borrowings and Liens are expressly permitted under this paragraph (b); or

(c) repurchase, redeem, or otherwise acquire or exchange
(other than exchanges in the ordinary course under employee benefit
plans), directly or indirectly, any shares, or any securities convertible
into any shares, of the capital stock of any BNR Company, or declare or
pay any dividend or make any other distribution in respect of BNR's
capital stock, provided that BNR may (to the extent legally and
contractually permitted to do so), but shall not be obligated to, declare
and pay a cash dividend on each issued and outstanding share of BNR
Common Stock for each fiscal year (or portion thereof) occurring prior to
the Effective Time at a rate not in excess of an amount equal to the
product of (i) a cash dividend amount paid per share on BNR Common Stock
during the 1993 fiscal year and (ii) the quotient obtained by dividing
(x) the number of complete calendar months elapsed during the fiscal year
for which the dividend is being paid prior to the Effective Time and (y)
12; or

(d) except for this Agreement, or pursuant to the
exercise of stock options outstanding as of the date hereof and pursuant
to the terms thereof in existence on the date hereof, or as disclosed in
Section 7.2(d) of the BNR Disclosure Memorandum, issue, sell, pledge,
encumber, authorize the issuance of, enter into any Contract to issue,
sell, pledge, encumber, or authorize the issuance of, or otherwise permit
to become outstanding, any additional shares of BNR Common Stock or any
other capital stock of any BNR Company, or any Rights to acquire such
stock; or

(e) adjust, split, combine, or reclassify any capital
stock of any BNR

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Company or issue or authorize the issuance of any other securities in
respect of or in substitution for shares of BNR Common Stock, or sell,
lease, mortgage, or otherwise dispose of or otherwise encumber any shares
of capital stock of any BNR Subsidiary (unless any such shares of stock
are sold or otherwise transferred to another BNR Company) or any Asset
having a book value in excess of $100,000 other than in the ordinary
course of business for reasonable and adequate consideration and other
than dispositions in the ordinary course of business of (i) investment
securities, (ii) loans, including dispositions thereof through loan
participation agreements, and (iii) other real estate owned by any BNR
Company; or

(f) except for purchases of U.S. Treasury securities,
U.S. Government agency securities and mortgage backed balloon loans,
which in each case have maturities of five years or less, and except for
collateralized mortgage obligations/planned amortization class (CMO/PAC),
purchase any securities or make any material investment, either by
purchase of stock or securities, contributions to capital, Asset
transfers, or purchase of any Assets, in any Person other than a wholly
owned BNR Subsidiary, or otherwise acquire direct or indirect control
over any Person, other than in connection with (i) foreclosures in the
ordinary course of business, or (ii) acquisitions of control by a
depository institution Subsidiary in its fiduciary capacity; or

(g) grant any increase in compensation or benefits to the
employees or officers of any BNR Company, except in accordance with past
practice or previously approved by the Board of Directors of BNR, in each
case as disclosed in Section 7.2(g) of the BNR Disclosure Memorandum or
as required by Law; except as disclosed in Section 7.2(g) of the BNR
Disclosure Memorandum, pay any severance or termination pay or any bonus
other than pursuant to written policies or written Contracts in effect on
the date of this Agreement and disclosed in Section 7.2(g) of the BNR
Disclosure Memorandum; and enter into or amend any severance agreements
with officers of any BNR Company; grant any increase in fees or other
increases in compensation or other benefits to directors of any BNR
Company except in accordance with past practice disclosed in Section
7.2(g) of the BNR Disclosure Memorandum; or voluntarily accelerate the
vesting of any stock options or other stock-based compensation or
employee benefits; or

(h) enter into or amend any employment Contract between
any BNR Company and any Person (unless such amendment is required by Law)
that the BNR Company does not have the unconditional right to terminate
without Liability (other than Liability for severance payments under the
existing severance policies of BNR disclosed in Section 7.2(h) of the BNR
Disclosure Memorandum), at any time on or after the Effective Time; or

(i) adopt any new employee benefit plan of any BNR
Company or make any material change in or to any existing employee
benefit plans of any BNR Company other than any such change that is
required by Law or that, in the opinion of counsel, is necessary or
advisable to maintain the tax qualified status of any such plan; or

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(j) make any significant change in any Tax or accounting
methods or systems of internal accounting controls, except as may be
appropriate to conform to changes in Tax Laws or regulatory accounting
requirements or GAAP; or

(k) commence any material Litigation other than in
accordance with past practice, settle any Litigation involving any
Liability of any BNR Company for money damages in excess of $100,000 or
imposing material restrictions upon the operations of any BNR Company; or

(l) modify, amend, or terminate any material Contract
(other than any loan Contract, the modification, amendment, or
termination of which does not result in the BNR Companies recognizing a
loss that exceeds $50,000) or waive, release, compromise, or assign any
material rights or claims, other than in connection with the
modification, amendment, or termination of a loan Contract permitted
under the preceding clause of this paragraph (1).

7.3 COVENANTS OF FAB. From the date of this Agreement until the
earlier of the Effective Time or the termination of this Agreement, FAB
covenants and agrees that, except as disclosed in Section 7.3 of the FAB
Disclosure Memorandum, it shall and shall cause each of its Subsidiaries to (x)
continue to conduct its business and the business of its Subsidiaries in a
manner designed in its reasonable judgment, to enhance the long-term value of
the FAB Common Stock and the business prospects of the FAB Companies and to the
extent consistent therewith use all reasonable efforts to preserve intact the
FAB Companies' core businesses and goodwill with their respective employees and
the communities they serve, (y) take no action which would (i) materially
adversely affect the ability of any Party to obtain any Consents required for
the transactions contemplated hereby without imposition of a condition or
restriction of the type referred to in the last sentences of Section 9.1(b) or
9.1(c) of this Agreement, or (ii) materially adversely affect the ability of
any Party to perform its covenants and agreements under this Agreement;
provided, that the foregoing shall not prevent any FAB Company from
discontinuing or disposing of any of its Assets or business if such action is,
in the judgment of FAB, desirable in the conduct of the business of FAB and its
Subsidiaries and such discontinuance or disposition would not represent a
material portion of the Assets of the FAB Companies, and (z) amend the
Certificate of Incorporation or Bylaws of FAB, in each case, in any manner
which is adverse to, and discriminates against, the holders of BNR Common
Stock. FAB further agrees that it shall not, directly or indirectly, acquire
or enter into any agreement in principle or definitive agreement to acquire,
any bank or savings and loan holding company, or any federal or state chartered
bank, savings bank, thrift homestead association, savings association, savings
and loan association, cooperative bank, or other similar financial institution
that has its principal business location in the Parish of Pointe Coupee,
Louisiana, whether by merger, consolidation, purchase, or otherwise, or
entering into discussions or negotiations with any such financial institution
with respect thereto.

7.4 ADVERSE CHANGES IN CONDITION. Each Party agrees to give
written notice

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promptly to the other Party upon becoming aware of the occurrence or impending
occurrence of any event or circumstance relating to it or any of its
Subsidiaries which (i) is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on it or (ii) would cause or constitute a
material breach of any of it's representations, warranties, or covenants
contained herein, and to use its reasonable efforts to prevent or promptly to
remedy the same.

7.5 REPORTS. Each Party and its Subsidiaries shall file all
reports required to be filed by it with Regulatory Authorities between the date
of this Agreement and the Effective Time and shall deliver to the other Party
copies of all such reports promptly after the same are filed. If financial
statements are contained in any such reports filed with the SEC, such financial
statements will fairly present the consolidated financial position of the
entity filing such statements as of the dates indicated and the consolidated
results of operations, changes in shareholders' equity, and cash flow for the
periods then ended in accordance with GAAP (subject in the case of interim
financial statements to normal recurring year-end adjustments that are not
material and to the absence from interim financial statements of any (in the
case of BNR) or complete (in the case of FAB) footnote disclosures). As of the
respective dates, such reports filed with the SEC will comply in all material
respects with the Securities Laws and will not contain any untrue statement of
material fact or omit to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. Any financial
statements contained in any other reports to another Regulatory Authority shall
be prepared in accordance with Laws applicable to such reports.

ARTICLE 8
ADDITIONAL AGREEMENTS

8.1 REGISTRATION STATEMENT; PROXY STATEMENT; SHAREHOLDER
APPROVAL.

(a) FAB shall promptly prepare and file the Registration
Statement with the SEC, and shall use its reasonable efforts to cause the
Registration Statement to become and remain effective under the 1933 Act and
take any action required to be taken under the applicable state Blue Sky or
securities Laws in connection with the issuance of the shares of FAB Common
Stock upon consummation of the Merger. BNR shall furnish all information
concerning it and the holders of its capital stock as FAB may reasonably
request in connection with such action. BNR shall call a Shareholders' Meeting
for the purpose of voting upon approval of this

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Agreement and such other related matters as it deems appropriate. FAB and BNR
agree to use their reasonable efforts to cause the Shareholders' Meeting to be
held on a date so as to minimize, to the extent reasonably practicable, the
period of time between the Shareholders' Meeting and the Effective Time. In
connection with the Shareholders' Meeting, (i) BNR shall mail the Proxy
Statement to its shareholders, (ii) the Parties shall furnish to each other all
information concerning them that they may reasonably request in connection with
such Proxy Statement, (iii) the Board of Directors of BNR shall recommend
(subject to compliance with their fiduciary duties as advised by counsel) to
its shareholders the approval of this Agreement, and (iv) the Board of
Directors and officers of BNR shall (subject to compliance with their fiduciary
duties as advised by counsel) use their reasonable efforts to obtain such
shareholders' approval.

(b) FAB shall indemnify and hold harmless BNR, each of
its directors and officers, and each Person, if any, who controls BNR within
the meaning of the 1933 Act against any losses, claims, damages, or
Liabilities, joint, several, or solidary, to which they or any of them may
become subject, under the 1933 Act or otherwise, insofar as such losses,
claims, damages, or Liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of material fact
contained in the Registration Statement or the Proxy Statement, or arising out
of or based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse each such Person for any legal or other
expenses reasonably incurred by such person in connection with investigating or
defending any such action or claim; provided, however, that FAB shall not be
liable in any such case to the extent that any such loss, claim, damage, or
Liability (or action in respect thereof) arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement or the Proxy Statement in reliance upon and
in conformity with information furnished to FAB by any indemnified Person.
Promptly after receipt by an indemnified Person of notice of the commencement
of any action, such indemnified Person shall, if a claim in respect thereof is
to be made against FAB under this Section 8.1(b), notify FAB in writing of the
commencement thereof. In case any such action shall be brought against any
indemnified Person and it shall notify FAB of the commencement thereof, FAB
shall be entitled to participate therein, and to the extent that it shall wish,
to assume the defense thereof, with counsel satisfactory to such indemnified
Person, and, after notice from FAB to such indemnified Person of its election
to so assume the defense thereof, FAB shall not be liable to such indemnified
party under this Section 8.1(b) for any legal expenses of other counsel or any
other expenses subsequently incurred by such indemnified Person, except that if
FAB elects not to assume such defense or counsel for an indemnified Person or
Persons advises in writing that there are material substantive issues which
raise conflicts of interests between FAB and one or more indemnified Persons,
such indemnified Person or Persons may retain counsel satisfactory to them, and
FAB shall pay all reasonable fees and expenses of such counsel for the
indemnified Persons, promptly as statements therefor are received; provided
that (i) FAB shall be obligated pursuant to this Section 8.1 (b) to pay for
only one firm of counsel for all indemnified Persons in any jurisdiction and
(ii) FAB shall not be liable for any settlement effected without its prior
written consent.

8.2 EXCHANGE LISTING. FAB shall use its reasonable efforts to
list, prior to the Effective Time, on the NASDAQ/NMS the shares of FAB Common
Stock to be issued to the holders of BNR Common Stock pursuant to the Merger.

8.3 APPLICATIONS. FAB shall promptly prepare and file, and BNR
shall cooperate in the preparation and, where appropriate, filing of,
applications with all Regulatory Authorities having jurisdiction over the
transactions contemplated by this Agreement seeking the requisite

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Consents necessary to consummate the transactions contemplated by this
Agreement. FAB shall permit BNR reasonable opportunity to review and comment
upon such applications prior to the filing thereof with the Regulatory
Authorities.

8.4 FILINGS WITH STATE OFFICES. Upon the terms and subject to
the conditions of this Agreement, FAB shall execute and file the Louisiana
Certificate of Merger with the Secretary of State of the State of Louisiana and
FAB shall execute and file the Delaware Certificate of Merger with the
Secretary of State of the State of Delaware in connection with the Closing.

8.5 AGREEMENT AS TO EFFORTS TO CONSUMMATE. Subject to the terms
and conditions of this Agreement, each Party agrees to use, and to cause its
Subsidiaries to use, its reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper, or
advisable under applicable Laws to consummate and make effective, as soon as
practicable after the date of this Agreement, the transactions contemplated by
this Agreement, including using its reasonable efforts to lift or rescind any
Order adversely affecting its ability to consummate the transactions
contemplated herein and to cause to be satisfied the conditions referred to in
Article 9 of this Agreement; provided, that nothing herein shall preclude
either Party from exercising its rights under this Agreement. Each Party shall
use, and shall cause each of its Subsidiaries to use, its reasonable efforts to
obtain all Consents necessary or desirable for the consummation of the
transactions contemplated by this Agreement.

8.6 INVESTIGATION AND CONFIDENTIALITY.

(a) Prior to the Effective Time, each Party shall keep
the other Party advised of all material developments relevant to its business
and to consummation of the Merger and shall permit the other Party to make or
cause to be made such investigation of the business and properties of it and
its Subsidiaries and of their respective financial and legal conditions as the
other Party reasonably requests, provided that such investigation shall be
reasonably related to the transactions contemplated hereby and shall not
interfere unnecessarily with normal operations. BNR shall cooperate with FAB
in obtaining, at FAB's election and expense, environmental audits of any or all
of the properties owned or occupied by BNR. No investigation by a Party shall
affect the representations and warranties of the other Party.

(b) Each Party shall, and shall cause its Representatives
to, maintain the confidentiality of all written, oral, and other confidential
information furnished to it by the other Party concerning its and its
Subsidiaries' businesses, operations, and financial positions ("Confidential
Information") and shall not use such information for any purpose except in
furtherance of the transactions contemplated by this Agreement. Each Party
shall maintain the confidentiality of all Confidential Information obtained in
connection with this Agreement or the transactions contemplated hereby unless
(i) such information becomes publicly available through no fault of such Party,
or was, is, or becomes available to that Party from a source other than the
other Party or its Representatives, which source was itself not bound by a
confidentiality agreement with, or other contractual, legal, or fiduciary
obligation of confidentiality with respect to that information, or (ii) the
furnishing or use of such information is required by proper

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judicial, administrative, or other legal proceeding, provided that the other
Party is promptly notified in writing of such request, unless such notification
is not, in the opinion of counsel, permitted by Law. Each Party and its
Representatives will hold and maintain all Confidential Information in
confidence and will not disclose to any third party or permit any third party
access to any Confidential Information or the substance thereof; provided that
a Party may disclose Confidential Information to such of its Representatives
who need to know such information in connection with the transactions
contemplated hereby. If this Agreement is terminated prior to the Effective
Time, each Party shall promptly return all documents and copies thereof, and
all work papers containing confidential information received from the other
Party.

(c) The terms of this Section 8.6 shall supersede that
certain Confidentiality Agreement, dated February 22, 1994 (the
"Confidentiality Agreement"), by and between FAB and BNR. BNR shall use its
reasonable efforts to exercise its rights under paragraph 6 of the form of
confidentiality agreement on which the Confidentiality Agreement was based that
was entered into with various third parties which were considering an
acquisition transaction with BNR to preserve the confidentiality of the
information relating to BNR provided to such parties.

8.7 PRESS RELEASES. Prior to the Effective Time, BNR and FAB
shall consult with each other as to the form and substance of any press release
or other public disclosure materially related to this Agreement or any other
transaction contemplated hereby; provided, that nothing in this Section 8.7
shall be deemed to prohibit any Party from making any disclosure which its
counsel deems necessary or advisable in order to satisfy such Party's
disclosure obligations imposed by Law.

8.8 CERTAIN ACTIONS. Except with respect to this Agreement and
the transactions contemplated hereby, no BNR Company nor any Affiliate thereof
nor any Representative retained by any BNR Company shall directly or indirectly
solicit any Acquisition Proposal by any Person. Except to the extent necessary
to comply with the fiduciary duties as advised by counsel of BNR's Board of
Directors, no BNR Company or any Affiliate or Representative thereof shall
furnish any non-public information that it is not legally obligated to furnish,
negotiate with respect to, or enter into any Contract with respect to, any
Acquisition Proposal, but BNR may communicate information about such an
Acquisition Proposal to its shareholders if and to the extent that it or its
directors are required to do so in order to comply with its or their fiduciary
duties as advised by counsel. BNR shall promptly notify FAB orally and in
writing in the event that it receives any inquiry or proposal relating to any
such transaction. BNR shall (i) immediately cease and cause to be terminated
any existing activities, discussions, or negotiations with any Persons
conducted heretofore with respect to any of the foregoing, and (ii) direct and
use its reasonable efforts to cause all of its Representatives not to engage in
any of the foregoing.

8.9 TAX TREATMENT. Each of the Parties undertakes and agrees to
use its reasonable efforts to cause the Merger, and to take no action which
would cause the Merger not, to qualify as a "reorganization" within the meaning
of Section 368(a) of the Internal Revenue Code for

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federal income tax purposes.

8.10 AGREEMENT OF AFFILIATES. BNR has disclosed in Section 8.10
of the BNR Disclosure Memorandum each Person whom it reasonably believes is an
"affiliate" of BNR for purposes of Rule 145 under the 1933 Act. BNR shall use
its reasonable efforts to cause each such Person to deliver to FAB not later
than 30 days prior to the Effective Time, a written agreement, substantially in
the form of Exhibit 2, providing that such Person will not sell, pledge,
transfer, or otherwise dispose of the shares of BNR Common Stock held by such
Person except as contemplated by such agreement or by this Agreement and will
not sell, pledge, transfer, or otherwise dispose of the shares of FAB Common
Stock to be received by such Person upon consummation of the Merger except in
compliance with applicable provisions of the 1933 Act and the rules and
regulations thereunder. FAB shall not be required to maintain the
effectiveness of the Registration Statement under the 1933 Act for the purposes
of resale of FAB Common Stock by such affiliates.

8.11 EMPLOYEE BENEFITS AND CONTRACTS. Following the Effective
Time, FAB shall provide generally to officers and employees of the BNR
Companies employee benefits under employee benefit plans (other than stock
option plans), on terms and conditions which when taken as a whole are
substantially similar to those currently provided by the FAB Companies to their
similarly situated officers and employees. For purposes of participation and
vesting (but not accrual of benefits) under such employee benefit plans, the
service of the employees of the BNR Companies prior to the Effective Time shall
be treated as service with a FAB Company participating in such employee benefit
plans. FAB also shall cause BNR and its Subsidiaries to honor in accordance
with their terms all employment, severance, consulting, and other compensation
Contracts disclosed in Section 8.11 of the BNR Disclosure Memorandum to FAB
between any BNR Company and any current or former director, officer, or
employee thereof, and all provisions for vested benefits or other vested
amounts earned or accrued through the Effective Time under the BNR Benefit
Plans.

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8.12 INDEMNIFICATION.

(a) For a period of ten years after the Effective Time,
FAB shall, and shall cause Bank of New Roads to, indemnify, defend, and hold
harmless the present and former directors, officers, employees, and agents of
the BNR Companies (each, an "Indemnified Party") against all Liabilities
arising out of actions or omissions occurring at or prior to the Effective Time
(including the transactions contemplated by this Agreement) to the full extent
permitted under Louisiana Law and by BNR's Articles of Incorporation and Bylaws
as in effect on the date hereof, including provisions relating to advances of
expenses incurred in the defense of any Litigation, provided, however, that the
indemnification provided by this Section 8.12(a) shall not apply to any claim
against an Indemnified Party if such Indemnified Party knew of the existence of
the claim and failed to make a good faith effort to require BNR to notify its
director and officer liability insurance carrier of the existence of such claim
prior to the Effective Time. Without limiting the foregoing, in any case in
which approval is required to effectuate any indemnification, the
determination of any such approval shall be made, at the election of the
Indemnified Party, by independent counsel mutually agreed upon between FAB and
the Indemnified Party.

(b) FAB shall use its reasonable efforts to maintain
BNR's existing directors' and officers' liability insurance policy (or a
policy, including FAB's existing policy, providing at least comparable
coverage) covering persons who are currently covered by such insurance for a
period of one (1) year after the Effective Time on terms generally no less
favorable than those in effect on the date of this Agreement; provided,
however, that FAB may substitute therefor policies providing at least
comparable coverage containing terms and conditions no less favorable than
those in effect on the date of this Agreement; and provided, further, that FAB
shall not be obligated to make premium payments for such one-year period which
exceed 150% of the aggregate premiums paid for such policy during the most
recent fiscal year.

(c) Any Indemnified Party wishing to claim
indemnification under paragraph (a) of this Section 8.12, upon learning of any
such Liability or Litigation, shall promptly notify FAB thereof. In the event
of any such Litigation (whether arising before or after the Effective Time),
(i) FAB or Bank of New Roads shall have the right to assume the defense thereof
and FAB shall not be liable to such Indemnified Parties for any legal expenses
of other counsel or any other expenses subsequently incurred by such
Indemnified Parties in connection with the defense thereof, except that if FAB
or Bank of New Roads elects not to assume such defense or counsel for the
Indemnified Parties advises in writing that there are material substantive
issues which raise conflicts of interest between FAB or BNR and the Indemnified
Parties, the Indemnified Parties may retain counsel satisfactory to them, and
FAB or Bank of New Roads shall pay all reasonable fees and expenses of such
counsel for the Indemnified Parties promptly as statements therefor are
received; provided; that (i) FAB shall be obligated pursuant to this paragraph
(c) to pay for only one firm of counsel for all Indemnified Parties in any
jurisdiction, (ii) the Indemnified Parties will cooperate (to the extent
reasonably appropriate under the circumstances) in the defense of any such
Litigation, and (iii) FAB shall not be liable for any settlement effected
without its prior written consent; and provided further that BNR shall not

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have any obligation hereunder to any Indemnified Party when and if a court of
competent jurisdiction shall determine, and such determination shall have
become final, that the indemnification of such Indemnified Party in the manner
contemplated hereby is prohibited by applicable Law.

ARTICLE 9
CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE

9.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY. The respective
obligations of each Party to perform this Agreement and consummate the Merger
and the other transactions contemplated hereby are subject to the satisfaction
of the following conditions, unless waived by both Parties pursuant to Section
11.6 of this Agreement:

(A) SHAREHOLDER APPROVAL. The shareholders of BNR shall
have approved this Agreement, and the consummation of the transactions
contemplated hereby, including the Merger, as and to the extent required
by Law or by the provisions of any governing instruments.

(B) REGULATORY APPROVALS. All Consents of, filings and
registrations with, and notifications to, all Regulatory Authorities
required for consummation of the Merger shall have been obtained or made
and shall be in full force and effect and all waiting periods required by
Law shall have expired. No Consent obtained from any Regulatory
Authority which is necessary to consummate the transactions contemplated
hereby shall be conditioned or restricted in a manner (including
requirements relating to the raising of additional capital or the
disposition of Assets) which in the reasonable judgment of the Board of
Directors of FAB would so materially adversely impact the economic or
business benefits of the transactions contemplated by this Agreement so
as to render inadvisable the consummation of the Merger. No Consent
obtained from any Regulatory Authority which is necessary to consummate
the transactions contemplated hereby shall condition or restrict the
operations of BNR after the Effective Time in a manner which in the
reasonable judgment of the Board of Directors of BNR would so materially
adversely impact the economic or business benefits of the transactions
contemplated by this Agreement so as to render inadvisable the
consummation of the Merger.

(C) CONSENTS AND APPROVALS. Each Party shall have
obtained any and all Consents required for consummation of the Merger
(other than those referred to in Section 9.1(b) of this Agreement) or for
the preventing of any Default under any Contract or Permit of such Party
which, if not obtained or made, is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on such
Party. No Consent so obtained which is necessary to consummate the
transactions contemplated hereby shall be conditioned or restricted in a
manner which in the reasonable judgment of the Board of Directors of FAB
would so materially adversely impact the economic or business benefits of
the transactions contemplated by this Agreement so as to render
inadvisable the

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consummation of the Merger.

(D) LEGAL PROCEEDINGS. No court or governmental or
regulatory authority of competent jurisdiction shall have enacted,
issued, promulgated, enforced, or entered any Law or Order (whether
temporary, preliminary, or permanent) or taken any other action which
prohibits, restricts, or makes illegal consummation of the transactions
contemplated by this Agreement.

(E) REGISTRATION STATEMENT. The Registration Statement
shall be effective under the 1933 Act, no stop orders suspending the
effectiveness of the Registration Statement shall have been issued, no
action, suit, proceeding, or investigation by the SEC to suspend the
effectiveness thereof shall have been initiated and be continuing, and
all necessary approvals under state securities Laws or the 1933 Act or
1934 Act relating to the issuance or trading of the shares of FAB Common
Stock issuable pursuant to the Merger shall have been received.

(F) EXCHANGE LISTING. The shares of FAB Common Stock
issuable pursuant to the Merger shall have been approved for listing on
the NASDAQ/NMS.

(G) TAX MATTERS. Each Party shall have received a
written opinion of Alston & Bird, special counsel to FAB, in form
reasonably satisfactory to the Parties (the "Tax Opinion"), to the effect
that (i) the Merger will constitute a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code, (ii) the exchange in the
Merger of BNR Common Stock for FAB Common Stock will not give rise to
gain or loss to the shareholders of BNR with respect to such exchange
(except to the extent of any cash received), and (iii) neither BNR nor
FAB will recognize gain or loss as a consequence of the Merger. In
rendering such Tax Opinion, counsel for FAB shall be entitled to rely
upon representations of officers of BNR and FAB reasonably satisfactory
in form and substance to such counsel.

9.2 CONDITIONS TO OBLIGATIONS OF FAB. The obligations of FAB to
perform this Agreement and consummate the Merger and the other transactions
contemplated hereby are subject to the satisfaction of the following
conditions, unless waived by FAB pursuant to Section 11.6(a) of this Agreement:

(A) REPRESENTATIONS AND WARRANTIES. The representations
and warranties of BNR set forth or referred to in this Agreement shall be
true and correct in all respects as of the date of this Agreement and as
of the Effective Time with the same effect as though all such
representations and warranties had been made on and as of the Effective
Time (provided that representations and warranties which are confined to
a specified date shall speak only as of such date), except (i) as
expressly contemplated by this Agreement, or (ii) for representations and
warranties (other than the representations and warranties set forth in
Section 5.3 of this Agreement, which shall be true in all material
respects) the inaccuracies of which relate to matters that are not
reasonably likely to have, individually

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or in the aggregate, a Material Adverse Effect on BNR.

(B) PERFORMANCE OF AGREEMENTS AND COVENANTS. Each and
all of the agreements and covenants of BNR to be performed and complied
with pursuant to this Agreement and the other agreements contemplated
hereby prior to the Effective Time shall have been duly performed and
complied with in all material respects.

(C) CERTIFICATES. BNR shall have delivered to FAB (i) a
certificate, dated as of the Effective Time and signed on its behalf by
its chief executive officer and its chief financial officer, to the
effect that the conditions of its obligations set forth in Sections
9.2(a) and 9.2(b) of this Agreement have been satisfied, and (ii)
certified copies of resolutions duly adopted by BNR's Board of Directors
and shareholders evidencing the taking of all corporate action necessary
to authorize the execution, delivery, and performance of this Agreement,
and the consummation of the transactions contemplated hereby, all in such
reasonable detail as FAB and its counsel shall request.

(D) OPINION OF COUNSEL. FAB shall have received an
opinion of Stone, Pigman, Walther, Wittmann & Hutchinson, counsel to BNR,
dated as of the Effective Time, in form reasonably satisfactory to FAB,
as to the matters set forth in Exhibit 3.

(E) AFFILIATES AGREEMENTS. FAB shall have received from
each affiliate of BNR the affiliates letter referred to in Section 8.10
of this Agreement.

(F) CLAIMS LETTERS. Each of the directors and officers
of BNR shall have executed and delivered to FAB letters in substantially
the form of Exhibit 4.

9.3 CONDITIONS TO OBLIGATIONS OF BNR. The obligations of BNR to
perform this Agreement and consummate the Merger and the other transactions
contemplated hereby are subject to the satisfaction of the following
conditions, unless waived by BNR pursuant to Section 11.6(b) of this Agreement:

(A) REPRESENTATIONS AND WARRANTIES. The representations
and warranties of FAB set forth or referred to in this Agreement shall be
true and correct in all respects as of the date of this Agreement and as
of the Effective Time with the same effect as though all such
representations and warranties had been made on and as of the Effective
Time (provided that representations and warranties which are confined to
a specified date shall speak only as of such date), except (i) as
expressly contemplated by this Agreement, or (ii) for representations and
warranties (other than the representations and warranties set forth in
Section 6.3 of this Agreement, which shall be true in all material
respects) the inaccuracies of which relate to matters that are not
reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on FAB.

(B) PERFORMANCE OF AGREEMENTS AND COVENANTS. Each and
all of the agreements and covenants of FAB to be performed and complied
with pursuant to this

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Agreement and the other agreements contemplated hereby prior to the
Effective Time shall have been duly performed and complied with in all
material respects.

(C) CERTIFICATES. FAB shall have delivered to BNR (i) a
certificate, dated as of the Effective Time and signed on its behalf by
its chief executive officer and its chief financial officer, to the
effect that the conditions of its obligations set forth in Sections
9.3(a) and 9.3(b) of this Agreement have been satisfied, and (ii)
certified copies of resolutions duly adopted by FAB's Board of Directors
evidencing the taking of all corporate action necessary to authorize the
execution, delivery, and performance of this Agreement, and the
consummation of the transactions contemplated hereby, all in such
reasonable detail as BNR and its counsel shall request.

(D) OPINION OF COUNSEL. BNR shall have received an
opinion of Lange, Simpson, Robinson & Somerville, counsel to FAB, dated
as of the Effective Time, in form reasonably acceptable to BNR, as to the
matters set forth in Exhibit 5.

(E) FAIRNESS OPINION. BNR shall have received a letter
from Chaffe and Associates, Inc. or another financial adviser selected by
BNR dated not more than five days subsequent to the date of this
Agreement and to be updated to a date not more than five days prior to
the date of the Proxy Statement, to the effect that in the opinion of
such firm, the consideration to be received in the Merger by the
shareholders of BNR is fair to the shareholders of BNR from a financial
point of view.

ARTICLE 10
TERMINATION

10.1 TERMINATION. Notwithstanding any other provision of this
Agreement, and notwithstanding the approval of this Agreement by the
shareholders of BNR, this Agreement may be terminated and the Merger abandoned
at any time prior to the Effective Time:

(a) By mutual consent of the Board of Directors of FAB
and the Board of Directors of BNR; or

(b) By the Board of Directors of either Party in the
event of a material breach by the other Party of any representation or
warranty contained in this Agreement which cannot be or has not been
cured within 30 days after the giving of written notice to the breaching
Party of such breach and which breach would provide the non-breaching
Party the ability to refuse to consummate the Merger under the standard
set forth in Section 9.2(a) of this Agreement in the case of FAB and
Section 9.3(a) of this Agreement in the case of BNR; or

(c) By the Board of Directors of either Party in the
event of a material breach by the other Party of any covenant or
agreement contained in this Agreement which cannot

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be or has not been cured within 30 days after the giving of written
notice to the breaching Party of such breach; or

(d) By the Board of Directors of either Party in the
event (i) any Consent of any Regulatory Authority required for
consummation of the Merger and the other transactions contemplated hereby
shall have been denied by final nonappealable action of such authority or
if any action taken by such authority is not appealed within the time
limit for appeal, or (ii) the shareholders of BNR fail to vote their
approval of this Agreement and the transactions contemplated hereby as
required by the LBCL at the Shareholders' Meeting or any adjournment or
postponement thereof where the transactions were presented to such
shareholders for approval and voted upon; or

(e) By the Board of Directors of either Party in the
event that the Merger shall not have been consummated by March 31, 1995,
if the failure to consummate the transactions contemplated hereby on or
before such date is not caused by any breach of this Agreement by the
Party electing to terminate pursuant to this Section 10.1(e); or

(f) By the Board of Directors of either Party in the
event that any of the conditions precedent to the obligations of such
Party to consummate the Merger cannot be satisfied or fulfilled by the
date specified in Section 10.1(e) of this Agreement.

10.2 EFFECT OF TERMINATION. In the event of the termination and
abandonment of this Agreement pursuant to Section 10.1 of this Agreement, this
Agreement shall become void and have no effect, and neither Party shall have
any claim or legal right to redress, whether for breach of contract or
otherwise, as a result of a breach of any representation, warranty, covenant,
or condition of this Agreement, except that (i) the provisions of this Section
10.2 and Article 11 and Section 8.6(b) and (c) of this Agreement shall survive
any such termination and abandonment, and (ii) a termination pursuant to
Section 10.1(b), 10.1(c), or 10.1(f) of this Agreement shall not relieve the
breaching Party from Liability for an uncured willful and knowing breach of a
representation, warranty, material covenant, or material agreement giving rise
to such termination.

10.3 NON-SURVIVAL OF REPRESENTATIONS AND COVENANTS. The
respective representations, warranties, obligations, covenants, and agreements
of the Parties shall not survive the Effective Time except this Section 10.3
and Articles 2, 3, 4, and 11 of this Agreement and Sections 8.1(b), 8.11, and
8.12 of this Agreement.

ARTICLE 11
MISCELLANEOUS

11.1 DEFINITIONS. Except as otherwise provided herein, the
capitalized terms set forth below shall have the following meanings:

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"ACQUISITION PROPOSAL" with respect to a Party shall mean
any tender offer or exchange offer or any proposal for a merger,
acquisition of all of the stock or assets of, or other business
combination involving such Party or any of its Subsidiaries or the
acquisition of a substantial equity interest in, or a substantial portion
of the assets of, such Party or any of its Subsidiaries.

"AFFILIATE" of a Person shall mean: (i) any other Person
directly, or indirectly through one or more intermediaries, controlling,
controlled by, or under common control with such Person; (ii) any
officer, director, partner, employer, or direct or indirect beneficial
owner of any 10% or greater equity or voting interest of such Person; or
(iii) any other Person for which a Person described in clause (ii) acts
in any such capacity.

"AGREEMENT" shall mean this Agreement and Plan of Merger,
including the Exhibits delivered pursuant hereto and incorporated herein
by reference.

"ASSETS" of a Person shall mean all of the assets,
properties, businesses, and rights of such Person of every kind, nature,
character, and description, whether real, personal or mixed, tangible or
intangible, accrued or contingent, or otherwise relating to or utilized
in such Person's business, directly or indirectly, in whole or in part,
whether or not carried on the books and records of such Person, and
whether or not owned in the name of such Person or any Affiliate of such
Person and wherever located.

"AVERAGE CLOSING PRICE" shall mean the average of the daily
closing sale prices of FAB Common Stock on the Nasdaq/NMS (as reported by
The Wall Street Journal or, if not reported thereby, another
authoritative source chosen by FAB) for the 20 consecutive full trading
days on which such shares are traded on the Nasdaq NMS ending at the
close of trading on the fifth trading day preceding the Effective Time.

"BHC ACT" shall mean the federal Bank Holding Company Act of
1956, as amended.

"BNR BENEFIT PLANS" shall have the meaning set forth in
Section 5.11 of this Agreement.

"BNR COMMON STOCK" shall mean the $10.00 par value common
stock of BNR.

"BNR COMPANIES" shall mean, collectively, BNR and all BNR
Subsidiaries.

"BNR DISCLOSURE MEMORANDUM" shall mean the written
information entitled "BNR Bancshares, Inc. Disclosure Memorandum"
delivered prior to the date of this Agreement to FAB describing in
reasonable detail the matters contained therein and, with respect to each
disclosure made therein, specifically referencing each Section of this
Agreement under which such disclosure is being made. Information
disclosed with respect

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to one Section shall not be deemed to be disclosed for purposes of any
other Section not specifically referenced with respect thereto.

"BNR FINANCIAL STATEMENTS" shall mean (i) the consolidated
balance sheets (including related notes and schedules, if any) of BNR as
of December 31, 1993 and 1992, and the related consolidated statements of
income, changes in stockholders' equity, and cash flows (including
related notes and schedules, if any) for each of the three fiscal years
ended December 31, 1993, 1992, and 1991, as filed by BNR in SEC
Documents, and (ii) the consolidated balance sheets of BNR (including
related notes and schedules, if any) and related statements of income,
changes in stockholders' equity, and cash flows (including related notes
and schedules, if any) included in SEC Documents filed with respect to
periods ended subsequent to December 31, 1993.

"BNR SUBSIDIARIES" shall mean the Subsidiaries of BNR, which
shall include the BNR Subsidiaries described in Section 5.4 of this
Agreement and any corporation, bank, savings association, or other
organization acquired as a Subsidiary of BNR in the future and owned by
BNR at the Effective Time.

"CLOSING" shall mean the closing of the transactions
contemplated hereby, as described in Section 1.2 of this Agreement.

"CLOSING DATE" shall mean the date on which the Closing
occurs.

"CONSENT" shall mean any consent, approval, authorization,
clearance, exemption, waiver, or similar affirmation by any Person
pursuant to any Contract, Law, Order, or Permit.

"CONTRACT" shall mean any written or oral agreement,
arrangement, authorization, commitment, contract, indenture, instrument,
lease, obligation, or undertaking of any kind or character, or other
document to which any Person is a party or that is binding on any Person
or its capital stock, Assets, or business.

"DEFAULT" shall mean (i) any breach or violation of or
default under any Contract, Order, or Permit, (ii) any occurrence of any
event that with the passage of time or the giving of control or both
would constitute a breach or violation of or default under any Contract,
Order, or Permit, or (iii) any occurrence of any event that with or
without the passage of time or the giving of notice would give rise to a
right to terminate or revoke, change the current terms of, or
renegotiate, or to accelerate, increase, or impose any Liability under,
any Contract, Order, or Permit.

"DELAWARE CERTIFICATE OF MERGER" shall mean the Delaware
Certificate of Merger to be executed by FAB and filed with the Secretary
of State of the State of Delaware relating to the Merger as contemplated
by Section 1.1 of this Agreement.

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"DGCL" shall mean the General Corporation Law of Delaware.

"EFFECTIVE TIME" shall mean the date and time at which the
Merger becomes effective as defined in Section 1.3 of this Agreement.

"ENVIRONMENTAL LAWS" shall mean all Laws pertaining to
pollution or protection of the environment and which are administered,
interpreted, or enforced by the United States Environmental Protection
Agency and state and local agencies with jurisdiction over pollution or
protection of the environment.

"ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.

"ERISA AFFILIATE" shall have the meaning provided in Section
5.11 of this Agreement.

"ERISA PLAN" shall have the meaning provided in Section 5.11
of this Agreement.

"EXCHANGE AGENT" shall have the meaning provided in Section
4.1 of this Agreement.

"EXCHANGE RATIO" shall have the meaning provided in Section
3.1(b) of this Agreement.

"EXHIBITS" 1 through 5, inclusive, shall mean the Exhibits
so marked, copies of which are attached to this Agreement. Such Exhibits
are hereby incorporated by reference herein and made a part hereof, and
may be referred to in this Agreement and any other related instrument or
document without being attached hereto.

"FAB COMMON STOCK" shall mean the $0.625 par value common
stock of FAB.

"FAB COMPANIES" shall mean, collectively, FAB and all FAB
Subsidiaries.

"FAB DISCLOSURE MEMORANDUM" shall mean the written
information entitled "First Alabama Bancshares, Inc. Disclosure
Memorandum" delivered prior to the date of this Agreement to BNR
describing in reasonable detail the matters contained therein and, with
respect to each disclosure made therein, specifically referencing each
Section of this Agreement under which such disclosure is being made.
Information disclosed with respect to one Section shall not be deemed to
be disclosed for purposes of any other Section not specifically
referenced with respect thereto.

"FAB FINANCIAL STATEMENTS" shall mean (i) the consolidated
statements of

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condition (including related notes and schedules, if any) of FAB as of
December 31, 1993 and 1992, and the related statements of income, changes
in shareholders' equity, and cash flows (including related notes and
schedules, if any) for each of the three years ended December 31, 1993,
1992, and 1991, as filed by FAB in SEC Documents and (ii) the
consolidated statements of condition of FAB (including related notes and
schedules, if any) and related statements of income, changes in
shareholders' equity, and cash flows (including related notes and
schedules, if any) included in SEC Documents filed with respect to
periods ended subsequent to December 31, 1993.

"FAB SUBSIDIARIES" shall mean the Subsidiaries of FAB at the
Effective Time.

"GAAP" shall mean generally accepted accounting principles,
consistently applied during the periods involved.

"HAZARDOUS MATERIAL" shall mean any pollutant, contaminant,
or toxic or hazardous substance, pollutant, chemical, or waste within the
meaning of the Comprehensive Environment Response, Compensation, and
Liability Act, 42 U.S.C. Section 9601 et seq., or any similar federal,
state, or local Law (and specifically shall include asbestos requiring
abatement, removal, or encapsulation pursuant to the requirements of
governmental authorities, polychlorinated biphenyls, and petroleum and
petroleum products).

"HOLA" shall mean the Home Owners' Loan Act of 1933, as
amended.

"HSR ACT" shall mean Section 7A of the Clayton Act, as added
by Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the rules and regulations promulgated thereunder.

"INTERNAL REVENUE CODE" shall mean the Internal Revenue Code
of 1986, as amended, and the rules and regulations promulgated
thereunder.

"KNOWLEDGE" as used with respect to a Person shall mean the
actual knowledge of the chairman, president, chief financial officer,
chief accounting officer, chief credit officer, general counsel, any
assistant or deputy general counsel, or any senior or executive vice
president of such Person.

"LBCL" shall mean the Louisiana Business Corporation Law.

"LAW" shall mean any code, law, ordinance, regulation,
reporting or licensing requirement, rule, or statute applicable to a
Person or its Assets, Liabilities, or business, including those
promulgated, interpreted, or enforced by any of the Regulatory
Authorities.

"LIABILITY" shall mean any direct or indirect, primary or
secondary, liability, indebtedness, obligation, penalty, cost, or expense
(including costs of investigation, collec-

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tion, and defense), claim, deficiency, guaranty, or endorsement of or by
any Person (other than endorsements of notes, bills, checks, and drafts
presented for collection or deposit in the ordinary course of business)
of any type, whether accrued, absolute, or contingent, liquidated or
unliquidated, matured or unmatured, or otherwise.

"LIEN" shall mean any conditional sale agreement, default of
title, easement, encroachment, encumbrance, hypothecation, infringement,
lien, mortgage, pledge, reservation, restriction, security interest,
title retention, or other security arrangement, or any adverse right or
interest, charge, or claim of any nature whatsoever of, on, or with
respect to any property or property interest, other than (i) Liens for
current property Taxes not yet due and payable, (ii) such imperfections
of title and encumbrances, if any, as do not materially detract from the
value or interfere with the present use of any of such Party's Assets,
and (iii) for depository institution Subsidiaries of a Party, pledges to
secure deposits, and other Liens incurred in the ordinary course of the
banking business.

"LITIGATION" shall mean any action, arbitration, cause of
action, claim, complaint, criminal prosecution, demand letter,
governmental or other examination or investigation, hearing, inquiry,
administrative, or other proceeding, or notice (written or oral) by any
Person alleging potential Liability or requesting information about a
potential claim relating to or affecting a Party, its business, its
Assets (including Contracts related to it), or the transactions
contemplated by this Agreement, but shall not include regular, periodic
examinations of depository institutions and their Affiliates by
Regulatory Authorities.

"LOAN PROPERTY" shall mean any property owned by the Party
in question or by any of its Subsidiaries or in which such Party or
Subsidiary holds a security interest, and, where required by the context,
includes the owner or operator of such property, but only with respect to
such property.

"LOUISIANA CERTIFICATE OF MERGER" shall mean the Louisiana
Certificate of Merger to be executed by FAB and filed with the Secretary
of State of the State of Louisiana relating to the Merger as contemplated
by Section 1.1 of this Agreement.

"MATERIAL" for purposes of this Agreement shall be
determined in light of the facts and circumstances of the matter in
question; provided that any specific monetary amount stated in this
Agreement shall determine materiality in that instance.

"MATERIAL ADVERSE EFFECT" on a Party shall mean an event,
change, or occurrence which, together with any other event, change, or
occurrence, has a material adverse impact on (i) the financial position,
business, or results of operations of such Party and its Subsidiaries,
taken as a whole, or (ii) the ability of such Party to perform its
obligations under this Agreement or to consummate the Merger or the other
transactions contemplated by this Agreement, provided that "material
adverse impact" shall not be deemed to include the impact of (x) changes
in banking and similar Laws of general applicability or interpretations
thereof by courts or governmental authorities, or (y) changes

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in GAAP or regulatory accounting principles generally applicable to banks
and savings associations and their holding companies.

"MERGER" shall mean the merger of BNR into and with FAB
referred to in Section 1.1 of this Agreement.

"NASD" shall mean the National Association of Securities
Dealers, Inc.

"NASDAQ/NMS" shall mean the National Market System of the
National Association of Securities Dealers' Automated Quotations System.

"1933 ACT" shall mean the Securities Act of 1933, as amended.

"1934 ACT" shall mean the Securities Exchange Act of 1934,
as amended.

"NYSE" shall mean the New York Stock Exchange, Inc.

"ORDER" shall mean any administrative decision or award,
decree, injunction, judgment, order, quasi-judicial decision or award,
ruling, or writ of any federal, state, local, or foreign or other court,
arbitrator, mediator, tribunal, administrative agency, or Regulatory
Authority.

"PARTICIPATION FACILITY" shall mean any facility or property
in which the Party in question or any of its Subsidiaries participates in
the management and, where required by the context, said term means the
owner or operator of such facility or property, but only with respect to
such facility or property.

"PARTY" shall mean either BNR or FAB, and "PARTIES" shall
mean both BNR and FAB.

"PERMIT" shall mean any federal, state, local, and foreign
governmental approval, authorization, certificate, easement, filing,
franchise, license, notice, permit, or right to which any Person is a
party or that is or may be binding upon or inure to the benefit of any
Person or its securities, Assets, or business.

"PERSON" shall mean a natural person or any legal,
commercial, or governmental entity, such as, but not limited to, a
corporation, general partnership, joint venture, limited partnership,
limited liability company, trust, business association, group acting in
concert, or any person acting in a representative capacity.

"PROXY STATEMENT" shall mean the proxy statement used by BNR
to solicit the approval of its shareholders of the transactions
contemplated by this Agreement, which shall include the prospectus of FAB
relating to the issuance of the FAB Common Stock to holders of BNR Common
Stock.

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"REGISTRATION STATEMENT" shall mean the Registration
Statement on Form S-4, or other appropriate form, including any
pre-effective or post-effective amendments or supplements thereto, filed
with the SEC by FAB under the 1933 Act with respect to the shares of FAB
Common Stock to be issued to the shareholders of BNR in connection with
the transactions contemplated by this Agreement and which shall include
the Proxy Statement.

"REGULATORY AUTHORITIES" shall mean, collectively, the
Federal Trade Commission, the United States Department of Justice, the
Board of the Governors of the Federal Reserve System, the Office of
Thrift Supervision (including its predecessor, the Federal Home Loan Bank
Board), the Office of the Comptroller of the Currency, Federal Deposit
Insurance Corporation, all state regulatory agencies having jurisdiction
over the Parties and their respective Subsidiaries, the NYSE, the NASD,
and the SEC.

"REPRESENTATIVES" means with respect to any Party its
directors, officers, employees, agents, advisors, attorneys, accountants,
and other representatives.

"RIGHTS" shall mean all arrangements, calls, commitments,
Contracts, options, rights to subscribe to, scrip, understandings,
warrants, or other binding obligations of any character whatsoever
relating to, or securities or rights convertible into or exchangeable
for, shares of the capital stock of a Person or by which a Person is or
may be bound to issue additional shares of its capital stock or other
Rights.

"SEC" shall mean the United States Securities and Exchange
Commission.

"SEC DOCUMENTS" shall mean all forms, proxy statements,
registration statements, reports, schedules, and other documents filed,
or required to be filed, by a Party or any of its Subsidiaries with any
Regulatory Authority pursuant to the Securities Laws.

"SECURITIES LAWS" shall mean the 1933 Act, the 1934 Act, the
Investment Company Act of 1940, as amended, the Investment Advisors Act
of 1940, as amended, the Trust Indenture Act of 1939, as amended, and the
rules and regulations of any Regulatory Authority promulgated thereunder.

"SHAREHOLDERS' MEETING" shall mean the meeting of the
shareholders of BNR to be held pursuant to Section 8.1 of this
Agreement, including any adjournment or adjournments thereof.

"SUBSIDIARIES" shall mean all those corporations, banks,
associations, or other entities of which the entity in question owns or
controls 50% or more of the outstanding equity securities either directly
or through an unbroken chain of entities as to each of which 50% or more
of the outstanding equity securities is owned directly or indirectly by

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its parent; provided, there shall not be included any such entity
acquired through foreclosure or any such entity the equity securities of
which are owned or controlled in a fiduciary capacity.

"SURVIVING CORPORATION" shall mean FAB as the surviving
corporation resulting from the Merger.

"TAX" or "TAXES" shall mean any federal, state, county,
local, or foreign income, profits, franchise, gross receipts, payroll,
sales, employment, use, property, withholding, excise, occupancy, and
other taxes, assessments, charges, fares, or impositions, including
interest, penalties, and additions imposed thereon or with respect
thereto.

Any singular term in this Agreement shall be deemed to include the plural, and
any plural term the singular. Whenever the words "include," "includes" or
"including" are used in this Agreement, they shall be deemed followed by the
words "without limitation."

11.2 EXPENSES.

(a) Except as otherwise provided in this Section 11.2,
each of the Parties shall bear and pay all direct costs and expenses incurred
by it or on its behalf in connection with the transactions contemplated
hereunder, including filing, registration, and application fees, printing fees,
and fees and expenses of its own financial or other consultants, investment
bankers, accountants, and counsel, except that FAB shall bear and pay the
filing fees payable in connection with the Registration Statement and the Proxy
Statement and printing costs incurred in connection with the printing of the
Registration Statement and the Proxy Statement.

(b) Nothing contained in this Section 11.2 shall
constitute or shall be deemed to constitute liquidated damages for the willful
and knowing breach by a Party of the terms of this Agreement or otherwise limit
the rights of the nonbreaching Party.

11.3 BROKERS AND FINDERS. Except Chaffe & Associates, Inc. as to
BNR, each of the Parties represents and warrants that neither it nor any of its
officers, directors, employees, or Affiliates has employed any broker or finder
or incurred any Liability for any financial advisory fees, investment bankers'
fees, brokerage fees, commissions, or finders' fees in connection with this
Agreement or the transactions contemplated hereby. In the event of a claim by
any broker or finder based upon his or its representing or being retained by or
allegedly representing or being retained by BNR or FAB, each of BNR and FAB, as
the case may be, agrees to indemnify and hold the other Party harmless of and
from any Liability in respect of any such claim.

11.4 ENTIRE AGREEMENT. Except as otherwise expressly provided
herein, this Agreement (including the documents and instruments referred to
herein) constitutes the entire agreement between the Parties with respect to
the transactions contemplated hereunder and

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supersedes all prior arrangements or understandings with respect thereto,
written or oral. Except as contemplated by Articles 3 and 4 of this Agreement
and Sections 8.1(b) and 8.12 of this Agreement, nothing in this Agreement
expressed or implied, is intended to confer upon any Person, other than the
Parties or their respective successors, any rights, remedies, obligations, or
liabilities under or by reason of this Agreement.

11.5 AMENDMENTS. To the extent permitted by Law, this Agreement
may be amended by a subsequent writing signed by each of the Parties upon the
approval of the Boards of Directors of each of the Parties; provided, that
after any such approval by the holders of BNR Common Stock, there shall be made
no amendment that pursuant to the LBCL requires further approval by such
shareholders without the further approval of such shareholders.

11.6 WAIVERS.

(a) Prior to or at the Effective Time, FAB, acting
through its Board of Directors, chief executive officer, or other authorized
officer, shall have the right to waive any Default in the performance of any
term of this Agreement by BNR, to waive or extend the time for the compliance
or fulfillment by BNR of any and all of its obligations under this Agreement,
and to waive any or all of the conditions precedent to the obligations of FAB
under this Agreement, except any condition which, if not satisfied, would
result in the violation of any Law. No such waiver shall be effective unless
in writing signed by a duly authorized officer of FAB.

(b) Prior to or at the Effective Time, BNR, acting
through its Board of Directors, chief executive officer, or other authorized
officer, shall have the right to waive any Default in the performance of any
term of this Agreement by FAB, to waive or extend the time for the compliance
or fulfillment by FAB of any and all of its obligations under this Agreement,
and to waive any or all of the conditions precedent to the obligations of BNR
under this Agreement, except any condition which, if not satisfied, would
result in the violation of any Law. No such waiver shall be effective unless
in writing signed by a duly authorized officer of BNR.

(c) The failure of any Party at any time or times to
require performance of any provision hereof shall in no manner affect the right
of such Party at a later time to enforce the same or any other provision of
this Agreement. No waiver of any condition or of the breach of any term
contained in this Agreement in one or more instances shall be deemed to be or
construed as a further or continuing waiver of such condition or breach or a
waiver of any other condition or of the breach of any other term of this
Agreement.

11.7 ASSIGNMENT. Except as expressly contemplated hereby,
neither this Agreement nor any of the rights, interests, or obligations
hereunder shall be assigned by any Party hereto (whether by operation of Law or
otherwise) without the prior written consent of the other Party. Subject to
the preceding sentence, this Agreement will be binding upon, inure to the
benefit of, and be enforceable by the Parties and their respective successors
and assigns.

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<PAGE> 101
11.8 NOTICES. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient if delivered
by hand, by facsimile transmission, by registered or certified mail, postage
pre-paid, or by courier or overnight carrier, to the persons at the addresses
set forth below (or at such other address as may be provided hereunder), and
shall be deemed to have been delivered as of the date so delivered:

<TABLE>
<S> <C>
BNR: BNR Bancshares, Inc.
107 East Main Street
New Roads, Louisiana 70760
Telecopy Number: (504) 581-3361

Attention: F. J. Greely, Jr.
President and Chief Executive Officer

Copy to Counsel: Stone, Pigman, Walther, Wittmann & Hutchinson
546 Carondelet Street
New Orleans, Louisiana 70130-3588
Telecopy Number: (504) 581-3361

Attention: Paul M. Haygood

FAB: First Alabama Bancshares, Inc.
417 North 20th Street
Birmingham, Alabama 35203
Telecopy Number: (205) 326-7571

Attention: Richard D. Horsley
Vice Chairman and Executive Financial Officer

Copy to Counsel: First Alabama Bancshares, Inc.
417 North 20th Street
Birmingham, Alabama 35203
Telecopy Number: (205) 326-7571

Attention: L. Burton Barnes, III
Corporate Secretary and General Counsel
</TABLE>

11.9 GOVERNING LAW. Except to the extent the laws of the State
of Louisiana apply to the Merger, this Agreement shall be governed by and
construed in accordance with the Laws of the State of Delaware, without regard
to any applicable conflicts of Laws.

11.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

A-47
<PAGE> 102
11.11 CAPTIONS. The captions contained in this Agreement are for
reference purposes only and are not part of this Agreement.

11.12 ENFORCEMENT OF AGREEMENT. The Parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement was not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that the Parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of the
United States or any state having jurisdiction, this being in addition to any
other remedy to which they are entitled at law or in equity.

11.13 SEVERABILITY. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement
to be executed on its behalf and its corporate seal to be hereunto affixed and
attested by officers thereunto as of the day and year first above written.

ATTEST: BNR BANCSHARES, INC.

/s/ Charles Ray Smith /s/ Frank J. Greely, Jr.
- --------------------- ------------------------
Secretary F. J. Greely, Jr.
President and Chief Executive Officer

[CORPORATE SEAL]

A-48
<PAGE> 103

ATTEST: FIRST ALABAMA BANCSHARES, INC.

/s/ Virginia L. Martin /s/ Carl L. Jones, Jr.
- ---------------------- ----------------------
Virginia L. Martin Carl L. Jones, Jr.
Assistant Secretary Regional President

[CORPORATE SEAL]

A-49
<PAGE> 104
LIST OF EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
1. Form of Directors' Agreement. (Section 5.17).

2. Form of agreement of affiliates of BNR. (Section Section 8.10, 9.2(f)).

3. Matters as to which Stone, Pigman, Walther, Wittmann & Hutchinson will opine. (Section 9.2(d)).

4. Form of Claims Letter (Section 9.2(g)).

5. Matters as to which Lange, Simpson, Robinson & Somerville will opine. (Section 9.3(d)).

</TABLE>

A-50
<PAGE> 105
APPENDIX B

[LOGO]
Chaffe
& ASSOCIATES, INC.
INVESTMENT BANKERS

FORM OF PROXY STATEMENT OPINION
SUBJECT TO REVISION

_________, 1994

The Board of Directors
BNR Bancshares, Inc.
107 E. Main Street
P.O. Box 250
New Roads, LA 70760

Gentlemen:

You have requested our opinion as to the fairness, from a financial point of
view, to BNR Bancshares, Inc. ("BNR") and its shareholders, of the proposed
acquisition of its common stock, $10.00 par value per share (the "Common Stock"
or "Shares"), by Regions Financial Corporation, formerly First Alabama
Bancshares, Inc. ("FAB"). The terms of the transaction contemplated are set
forth in an Agreement and Plan of Merger dated April 21, 1994 (the
"Agreement"), and provide that BNR will be merged with and into FAB, and that
FAB will be the surviving corporation of the merger. As a result, the
shareholders of BNR will become shareholders of FAB.

Each share of BNR Common Stock (excluding shares held by BNR or
any of its subsidiaries or by FAB or any of its subsidiaries, in
each case other than in a fiduciary capacity or as a result of
debts previously contracted, and excluding shares held by
shareholders who perfect their dissenter's rights of appraisal)
issued and outstanding after the date and time at which the
merger becomes effective, shall be converted into and exchanged
for that number of shares of FAB Capital Stock (the "Exchange
Ratio") equal to the quotient obtained by dividing (i) $79.70 by
(ii) the Average Closing Price; provided, however, that in the
event the Average Closing Price is (a) less than $26.00, the
Exchange Ratio shall be 3.065, or (b) greater than $36.00, the
Exchange Ratio shall be 2.214.

Chaffe & Associates, Inc. ("Chaffe"), through its experience in the securities
industry, in investment analysis and appraisal, and in related corporate
finance and investment banking activities, including mergers and acquisitions,
corporate recapitalization, and valuations for estate, corporate and other
purposes, states that it is conpetent to provide an opinion as to the fairness
of the transactions contemplated herein. Neither Chaffe nor any of its
officers or employees has an interest in the common stocks of BNR or FAB.
During the past year, Chaffe has provided financial advisory services to BNR,
including assistance in negotiating the proposed transaction ("Advisory
Services"). The fee received for the preparation of this report is not, and
fees received for Advisory Services were not, dependent or contingent upon any
transaction.

220 CAMP STREET*NEW ORLEANS, LOUSIANA 70130*(504) 524-1801*FAX (504) 524-7194

B-1
<PAGE> 106
Chaffe
& ASSOCIATES, INC.
The Board of Directors
BNR Bancshares, Inc.
______, 1994
Page Two

In connection with this opinion, we have reviewed materials bearing
upon the transaction and upon the financial and operating condition of BNR and
its wholly-owned subsidiary, Bank of New Roads (the "Bank"), including, among
other information: a) the Agreement; b) BNR's Audited Financial Statements with
examination and opinion by Hannis T. Bourgeois & Co., Certified Public
Accountants, for the years 1988 through 1993; c) BNR's unaudited financial
statements for the period ended March 31, 1994; d) BNR's Securities and
Exchange Commission Forms 10-K for the years 1992 and 1993 and Forms 10-Q for
the quarters ended March 31, June 30, and September 30, 1993; e) BNR's Federal
Reserve Forms FR-Y6 dated December 31, 1992 and December 31, 1993; f) BNR's
Income Tax Return for 1992 prepared by Hannis T. Bourgeois & Co., Certified
Public Accountants; g) Bank CALL Reports for each quarter-end from March 31,
1992 through December 31, 1993; h) Bank's Uniform Bank Performance Reports
dated December 31, 1992 and December 31, 1993; i) Bank's unaudited financial
statements for the period ended March 31, 1994; J) Bank's 1994 Budget; k)
Bank's Capital Plan for the years 1993 through 1998, dated January 17, 1994
under two scenarios; l) Articles of Incorporation and By-Laws of BNR, and
Charter of Bank; m) various BNR and Bank management reports, unaudited
financial statements, information, documents and correspondence; and n) Bank's
Amended and Restated Directors Deferred Compensation Agreement.

In addition, we have reviewed materials bearing upon the financial and
operating condition of FAB, including: a) FAB's audited financial statements
for the years 1988 through 1990, 1992 and 1993; b) FAB's Proxy Statements for
Annual Shareholders Meetings held in 1988 through 1991, 1993, and 1994; c)
FAB's Securities and Exchange Commission Forms 10-K for the years 1987 through
1990 and 1992 and Forms 10-Q for the quarters ended June 30 and September 30,
1993; d) FAB's unaudited quarterly statements for the quarters ended March 31,
1988 through March 31, 1994; e) FAB's Form S-4 Registration Statement No._____;
and f) various FAB news releases. We have also reviewed statistical and
financial information for BNR, Bank and FAB, and for comparable companies
derived from various statistical services, as well as certain
publicly-available information.

We have reviewed certain historical market information for the common stock of
BNR and note that no independent market exists for the shares. We note that, at
present, BNR has authorized 5,000,000 shares, has issued 337,500 shares, has
outstanding 326,218 shares, and holds as treasury stock 11,282 shares. In
addition, we have reviewed certain historical market information for the common
stock of FAB. We note that FAB has authorized 120 million shares of FAB common
stock, of which 42,538,946 shares were issued, including 1,475,579 treasury
shares as of March 31, 1994.

B-2
<PAGE> 107
Chaffe
& ASSOCIATES, INC.

The Board of Directors
BNR Bancshares, Inc.
_______, 1994
Page Three

We have analyzed the historical performance of BNR and FAB and have considered
the current financial condition, operations and prospects for both companies.
We analyzed information and data provided by the management of BNR concerning
the loans, other real estate, securities portfolio, fixed assets and
operations, although we did not perform an independent review of BNR's assets
or liabilities. We have relied solely on BNR for information as to the
adequacy of the loan loss reserve and the value of other real estate held.

Also, we compared certain financial and stock market data for peer groups of
bank holding companies whose securities are publicly traded; reviewed the
financial terms of business combinations in the commercial banking industry
specifically and other industries generally; considered a number of valuation
methodologies, including among others, those that incorporate book value,
deposit base premium and capitalization of earnings; and performed such other
studies and analyses as we deemed appropriate to this analysis. This opinion
is necessarily based upon market, economic and other conditions as they exist
on, and can be evaluated as of, the date of this letter.

In our review, we have relied, without independent verification, upon the
accuracy and completeness of the historical and projected financial information
and other information reviewed by us for purposes of this opinion. We express
no opinion on the tax consequences of the proposed transaction or the effect of
any tax consequences on the value received by the holders of BNR Common Stock.

Based upon and subject to the foregoing and based upon such other matters as we
considered relevant, it is our opinion that the proposed Exchange Ratio is fair
to BNR Bancshares, Inc. and its shareholders from a financial point of view.

Very truly yours,

CHAFFE & ASSOCIATES, INC.

____________________________

GFGL:cbs

B-3
<PAGE> 108

Appendix C

Louisiana Statutes Annotated-Revised Statutes 12:131

Section 131. Rights of a shareholder dissenting from certain corporate actions

A. Except as provided in subsection B of this section, if a
corporation has, by vote of its shareholders, authorized a sale, lease or
exchange of all of its assets, or has, by vote of its shareholders, become a
party to a merger or consolidation, then, unless such authorization or action
shall have been given or approved by at least eighty per cent of the total
voting power, a shareholder who voted against such corporate action shall have
the right to dissent. If a corporation has become a party to a merger pursuant
to R.S. 12:112(H), the shareholders of any subsidiaries party to the merger
shall have the right to dissent without regard to the proportion of the voting
power which approved the merger and despite the fact that the merger was not
approved by vote of the shareholders of any of the corporations involved.

B. The right to dissent provided by this Section shall not exist in
the case of:
(1) A sale pursuant to an order of a court having jurisdiction in the
premises.
(2) A sale for cash on terms requiring distribution of all or
substantially all of the net proceeds to the shareholders in accordance with
their respective interests within one year after the date of the sale.
(3) Shareholders holding shares of any class of stock which, at the
record date fixed to determine shareholders entitled to receive notice of and
to vote at the meeting of shareholders at which a merger or consolidation was
acted on, were listed on a national securities exchange, unless the articles of
the corporation issuing such stock provide otherwise or the shares of such
shareholders were not converted by the merger or consolidation solely into
shares of the surviving or new corporation.

C. Except as provided in the last sentence of this subsection, any
shareholder electing to exercise such right of dissent shall file with the
corporation, prior to or at the meeting of shareholders at which such proposed
corporate action is submitted to a vote, a written objection to such proposed
corporate action, and shall vote his shares against such action. If such
proposed corporate action be taken by the required vote, but by less than
eighty per cent of the total voting power, and the merger, consolidation or
sale, lease or exchange of assets authorized thereby be effected, the
corporation shall promptly thereafter give written notice thereof, by
registered mail, to each shareholder who filed such written objection to, and
voted his shares against, such action, at such shareholder's last address on
the corporation's

C-1
<PAGE> 109
records. Each such shareholder may, within twenty days after the mailing of
such notice to him, but not thereafter, file with the corporation a demand in
writing for the fair cash value of his shares as of the day before such vote
was taken; provided that he state in such demand the value demanded, and a post
office address to which the reply of the corporation may be sent, and at the
same time deposit in escrow in a chartered bank or trust company located in the
parish of the registered office of the corporation, the certificates
representing his shares, duly endorsed and transferred to the corporation upon
the sole condition that said certificates shall be delivered to the corporation
upon payment of the value of the shares determined in accordance with the
provisions of this section. With his demand the shareholder shall deliver to
the corporation, the written acknowledgment of such bank or trust company that
it so holds his certificates of stock. Unless the objection, demand and
acknowledgment aforesaid be made and delivered by the shareholder within the
period above limited, he shall conclusively be presumed to have acquiesced in
the corporate action proposed or taken. In the case of a merger pursuant to
R.S. 12:112(H), the dissenting shareholder need not file an objection with the
corporation nor vote against the merger, but need only file with the
corporation, within twenty days after a copy of the merger certificate was
mailed to him, a demand in writing for the cash value of his shares as of the
day before the certificate was filed with the secretary of state, state in such
demand the value demanded and a post office address to which the corporation's
reply may be sent, deposit the certificates representing his shares in escrow
as hereinabove provided, and deliver to the corporation with his demand the
acknowledgment of the escrow bank or trust company as hereinabove prescribed.

D. If the corporation does not agree to the value so stated and
demanded, or does not agree that a payment is due, it shall, within twenty days
after receipt of such demand and acknowledgment, notify in writing the
shareholder, at the designated post office address, of its disagreement, and
shall state in such notice the value it will agree to pay if any payment should
be held to be due; otherwise it shall be liable for, and shall pay to the
dissatisfied shareholder, the value demanded by him for his shares.

E. In case of disagreement as to such fair cash value, or as to
whether any payment is due, after compliance by the parties with the provisions
of subsections C and D of this section, the dissatisfied shareholder, within
sixty days after receipt of notice in writing of the corporation's
disagreement, but not thereafter, may file suit against the corporation, or the
merged or consolidated corporation, as the case may be, in the district court
of the parish in which the corporation or the merged or consolidated
corporation, as the case may be, has its registered office, praying the court
to fix and decree the fair cash value of the dissatisfied shareholder's shares
as of the day before such corporate action complained of was taken, and the
court shall, on

C-2
<PAGE> 110
such evidence as may be adduced in relation thereto, determine summarily
whether any payment is due, and, if so, such cash value, and render judgment
accordingly. Any shareholder entitled to file such suit may, within such
sixty-day period but not thereafter, intervene as a plaintiff in such suit
filed by another shareholder, and recover therein judgment against the
corporation for the fair cash value of his shares. No order or decree shall be
made by the court staying the proposed corporate action, and any such corporate
action may be carried to completion notwithstanding any such suit. Failure of
the shareholder to bring suit, or to intervene in such a suit, within sixty
days after receipt of notice of disagreement by the corporation shall
conclusively bind the shareholder (1) by the corporation's statement that no
payment is due, or (2) if the corporation does not contend that no payment is
due, to accept the value of his shares as fixed by the corporation in its
notice of disagreement.

F. When the fair value of the shares has been agreed upon between the
shareholder and the corporation, or when the corporation has become liable for
the value demanded by the shareholder because of failure to give notice of
disagreement and of the value it will pay, or when the shareholder has become
bound to accept the value the corporation agrees is due because of his failure
to bring suit within sixty days after receipt of notice of the corporation's
disagreement, the action of the shareholder to recover such value must be
brought within five years from the date the value was agreed upon, or the
liability of the corporation became fixed.

G. If the corporation or the merged or consolidated corporation, as
the case may be, shall, in its notice of disagreement, have offered to pay to
the dissatisfied shareholder on demand an amount in cash deemed by it to be the
fair cash value of his shares, and if, on the institution of a suit by the
dissatisfied shareholder claiming an amount in excess of the amount so offered,
the corporation, or the merged or consolidated corporation, as the case may be,
shall deposit in the registry of the court, there to remain until the final
determination of the cause, the amount so offered, then, if the amount finally
awarded such shareholder, exclusive of interest and costs, be more than the
amount offered and deposited as aforesaid, the costs of the proceeding shall be
taxed against the corporation, or the merged or consolidated corporation, as
the case may be; otherwise the costs of the proceeding shall be taxed against
such shareholder.

H. Upon filing a demand for the value of his shares, the shareholder
shall cease to have any of the rights of a shareholder except the rights
accorded by this section. Such a demand may be withdrawn by the shareholder at
any time before the corporation gives notice of disagreement, as provided in
subsection D of this section. After such notice of disagreement is given,
withdrawal of a notice of election shall require the written consent of the

C-3
<PAGE> 111
corporation. If a notice of election is withdrawn, or the proposed corporate
action is abandoned or rescinded, or a court shall determine that the
shareholder is not entitled to receive payment for his shares, or the
shareholder shall otherwise lose his dissenter's rights, he shall not have the
right to receive payment for his shares, his share certificates shall be
returned to him (and, on his request, new certificates shall be issued to him
in exchange for the old ones endorsed to the corporation), and he shall be
reinstated to all his rights as a shareholder as of the filing of his demand
for value, including any intervening preemptive rights, and the right to
payment of any intervening dividend or other distribution, or, if any such
rights have expired or any such dividend or distribution other than in cash has
been completed, in lieu thereof, at the election of the corporation, the fair
value thereof in cash as determined by the board as of the time of such
expiration or completion, but without prejudice otherwise to any corporate
proceedings that may have been taken in the interim.

C-4
<PAGE> 112
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 10 of the Certificate of Incorporation of the Registrant
provides:

"(a) The corporation shall indemnify its officers, directors,
employees, and agents to the full extent permitted by the General
Corporation Law of Delaware. (b) No director of the corporation shall
be personally liable to the corporation or its stockholders for
monetary damages, for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders; (ii) for acts or omissions not in
good faith which involved intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the director
derived an improper personal benefit."

Section 145 of the Delaware General Corporation law empowers the
Company to indemnify its officers and directors under certain circumstances.
The pertinent provisions of that statute read as follows:

"(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

"(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against

<PAGE> 113
expenses (including attorneys' fees) actually and reasonably incurred
by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem
proper.

"(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

"(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties
to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.

"(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to
be indemnified by the corporation as authorized in this section. Such
expenses (including attorneys' fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the
board of directors deems appropriate.

"(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section
shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office.

"(g) A corporation shall have power to purchase and maintain insurance

<PAGE> 114
on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such
liability under this section.

"(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority
to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with
respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate existence
had continued.

"(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.

"(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person."

The Company has purchased a directors' and officers' liability
insurance contract which provides, within stated limits, reimbursement either
to a director or officer whose actions in his capacity result in liability, or
to the Registrant, in the event it has indemnified the director or officer.
Major exclusions from coverage include libel, slander, personal profit based on
inside information, illegal payments, dishonesty, accounting of securities
profits in violation of Section 16(b) of the Securities Exchange Act of 1934
and acts within the scope of the Pension Reform Act of 1974.

<PAGE> 115
ITEM 21. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------------------------------------------------------------------------------
<S> <C> <C>
2.1 -- Agreement and Plan of Merger dated as of April 21, 1994 by and between BNR Bancshares, Inc. and Regions Financial
Corporation (formerly First Alabama Bancshares, Inc.) -- included as Appendix A to the Proxy Statement/
Prospectus.
4.1 -- Certificate of Incorporation of Regions Financial Corporation.
4.2 -- By-laws of Regions Financial Corporation.
5. -- Form of Opinion re: legality.
8. -- Form of Opinion re: tax matters.
23.1 -- Consent of Ernst & Young.
23.2 -- Consent of Hannis T. Bourgeois & Co.
23.3 -- Consent of Chaffe & Associates, Inc. -- to be added by amendment.
23.4 -- Consent of Lange, Simpson, Robinson & Somerville -- to be included in Exhibit 5.
23.5 -- Consent of Alston & Bird -- to be included in Exhibit 8.
24. -- Power of Attorney -- the manually signed power of attorney is set forth in the signature page of the registration
statement.

</TABLE>

ITEM 22. UNDERTAKINGS.

A. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

B. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public

<PAGE> 116
policy as expressed in the Act and will be governed by the final adjudication
of such issue.

C.(1) The undersigned Registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.

(2) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

D. The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.

E. The undersigned Registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

<PAGE> 117
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham, State of
Alabama on this the 20th day of June, 1994.

REGISTRANT:

REGIONS FINANCIAL CORPORATION

BY: /s/ RICHARD D. HORSLEY
-----------------------
Richard D. Horsley
Vice Chairman of the Board and
Executive Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed below by the following
persons in the capacities and on the dates indicated.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard D. Horsley and Virginia L.
Martin, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this registration
statement, and to file the same with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ ------------------
<S> <C> <C> <C>
/s/ J. STANLEY MACKIN Chairman of the Board and June 20, 1994
---------------------- Chief Executive Officer and
J. Stanley Mackin Director

/s/ RICHARD D. HORSLEY Vice Chairman of the Board and June 20, 1994
----------------------- Executive Financial Officer
Richard D. Horsley and Director

/s/ ROBERT P. HOUSTON Executive Vice President and June 20, 1994
---------------------- Comptroller
Robert P. Houston

Director
Sheila S. Blair
</TABLE>

<PAGE> 118

<TABLE>
<S> <C> <C>
/s/ JAMES B. BOONE, JR. Director June 20, 1994
------------------------
James B. Boone, Jr.

/s/ ALBERT P. BREWER Director June 20, 1994
---------------------
Albert P. Brewer

/s/ JAMES S.M. FRENCH Director June 20, 1994
----------------------
James S.M. French

/s/ CATESBY ap C. JONES Director June 20, 1994
------------------------
Catesby ap C. Jones

/s/ OLIN B. KING Director June 20, 1994
-----------------
Olin B. King

/s/ N. FLOYD MCGOWIN, JR. Director June 20, 1994
--------------------------
N. Floyd McGowin, Jr.

/s/ H. MANNING MCPHILLIPS, JR. Director June 20, 1994
-------------------------------
H. Manning McPhillips, Jr.

/s/ W. WYATT SHORTER Director June 20, 1994
---------------------
W. Wyatt Shorter

/s/ HENRY E. SIMPSON Director June 20, 1994
----------------------
Henry E. Simpson

/s/ ROBERT E. STEINER, III Director June 20, 1994
----------------------------
Robert E. Steiner, III

/s/ LEE J. STYSLINGER, JR. Director June 20, 1994
----------------------------
Lee J. Styslinger, Jr.

</TABLE>

<PAGE> 119

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- -------------------------------------------------------------------- ------------
<S> <C> <C>
2.1 -- Agreement and Plan of Merger dated as of April 21, 1994 by and between BNR Bancshares, Inc. and
Regions Financial Corporation (formerly First Alabama Bancshares, Inc.) -- included as Appendix A
to the Proxy Statement/Prospectus.
4.1 -- Certificate of Incorporation of Regions Financial Corporation.
4.2 -- By-laws of Regions Financial Corporation.
5. -- Form of Opinion re: legality.
8. -- Form of Opinion re: tax matters.
23.1 -- Consent of Ernst & Young.
23.2 -- Consent of Hannis T. Bourgeois & Co.
23.3 -- Consent of Chaffe & Associates, Inc. -- to be added by amendment.
23.4 -- Consent of Lange, Simpson, Robinson & Somerville -- to be included in Exhibit 5.
23.5 -- Consent of Alston & Bird -- to be included in Exhibit 8.
24. -- Power of Attorney -- the manually signed power of attorney is set forth in the signature page of
the registration statement.

</TABLE>

<PAGE> 1
EXHIBIT 4.1

CERTIFICATE OF INCORPORATION

REGIONS FINANCIAL CORPORATION

FIRST. The name of the corporation is Regions Financial Corporation.
SECOND. The address of its registered office in the State of Delaware
is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is The Corporation Trust
Company. The principal office of the corporation shall be in the State of
Alabama and shall be located in the City of Birmingham, County of Jefferson.
Directors' meetings (unless from time to time specifically otherwise ordered by
the Board of Directors) and appropriate corporate functions shall be held in
Birmingham. The chief executive officer may, for his convenience, in
discharging his duties, locate at whatever place he deems desirable the
necessary secretariat and personal assistants for the efficient operation of
his office. The corporation may have such other offices, either within or
without the State of Alabama, as the Board of Directors may designate or as the
business of the corporation may require from time to time. Specialized
personnel, such as auditors, examiners, public relation officers, etc., shall
be located in such cities as the Directors may from time to time order.
THIRD. The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware. Without limiting in any manner the scope
and generality of the foregoing, the corporation shall have the following
purposes and powers:
(1) To engage generally in the business of owning stock in other
corporations which are engaged in the business of banking in all its branches
and to transact and do all matters and things incidental thereto or which may
at any time hereafter or at any place where the company shall carry on the
business, be usual in connection with the business of banking or dealing in
money or securities.
(2) To acquire by purchase, subscription or otherwise, and to
receive, hold, own guarantee, sell, assign, exchange, transfer, mortgage,
pledge, or otherwise dispose of or deal in and with any and all securities, as
such term is hereinafter defined, issued or created by any corporation, firm
organization, association or other entity, public or private, whether formed
under the laws of the United States of America or of any state, commonwealth,
territory, dependency or possession thereof, or of any foreign country or of
any political subdivision, territory, dependency, possession or municipality
thereof, or issued or created by the United States of America or any state or
commonwealth thereof or any foreign country, or by any agency, subdivision,
territory, dependency, possession or municipality of any of the foregoing, and
as owner thereof to possess and exercise all the rights, powers and privileges
of ownership, including the right to execute consents and vote thereon.
The term "securities" as used in this Certificate of Incorporation
shall mean any and all notes, stocks, treasury stocks, bonds, debentures,
evidences of indebtedness, certificates of interest of participation in any
profit-sharing agreement, collateral-trust certificates, pre-organization
certificates or subscriptions, transferable shares, investment contracts,
voting trust certificates, certificates of deposit for a security, fractional
undivided interests in oil, gas or other mineral rights, or, in general, any
interests or instruments commonly known as "securities," or any and all
certificates of interest or participation in, temporary or interim certificates
for, receipts for, guaranties of, or warrants or rights to subscribe to or
purchase, any of the foregoing.
(3) To make, establish and maintain investments in securities, and
to supervise and manage such investments.
(4) To cause to be organized under the laws of the United States of
America or of any state, commonwealth, territory, dependency or possession
thereof, or of any foreign country or of any political subdivision, territory,
dependency, possession or municipality thereof, one or more corporations,
firms, organizations, associations or other entities and to cause the same to
be dissolved, wound up, liquidated, merges or consolidated.
(5) To acquire by purchase or exchange, or by transfer to or by
merger or consolidation with the corporation or any corporation, firm,
organization, association or other entity owned or
<PAGE> 2
controlled, directly or indirectly, by the corporation, or to otherwise
acquire, the whole or any part of the business, good will, rights, or other
assets of any corporation, firm, organization, association or other entity, and
to undertake or assume in connection therewith the whole or any part of the
liabilities and obligations thereof, to effect any such acquisition in whole or
in part by delivery of cash or other property, including securities issued by
the corporation, or by any other lawful means.
(6) To make loans and give other forms of credit, with or without
security, and to negotiate and made contracts and agreements in connection
therewith.
(7) To aid by loan, subsidy, guaranty or in any other lawful
manner any corporation, firm, organization, association or other entity of
which any securities are in any manner directly or indirectly held by the
corporation or in which the corporation or any such corporation, firm,
organization, association or entity may be or become otherwise interested; to
guarantee the payment of dividends on any stock issued by any such corporation,
firm, organization, association or entity; to guarantee or, with or without
recourse against any such corporation, firm, organization, association or
entity, to assume the payment of the principal of, or the interest on, any
obligations issues or incurred by such corporation, firm, organization,
association or entity; to do any and all other acts and things for the
enhancement, protection or preservation of any securities which are in any
manner, directly or indirectly, held, guaranteed or assumed by the corporation,
and to do any and all acts and things designed to accomplish any such purpose.
(8) To borrow money for any business, object or purpose of the
corporation from time to time, without limit as to amount; to issue any kind of
indebtedness, whether or not in connection with borrowing money, including
evidences of indebtedness convertible into stock of the corporation, to secure
the payment of any evidence of indebtedness by the creation of any interest in
any of the property or rights of the corporation, whether at that time owned or
thereafter acquired.
(9) To render service, assistance, counsel and advice to, and to
act as representative or agent in any capacity (whether managing, operating,
financial, purchasing, selling, advertising or otherwise) of, any corporation,
firm, organization, association or other entity.
The purposes and powers specified in the foregoing paragraphs shall,
except where otherwise expressed, be in no wise limited or restricted by
reference to, or inference from the terms of any other paragraph in this
Certificate of Incorporation, but the purposes and powers specified in each of
the foregoing paragraphs of this Article shall be regarded as independent
purposes and powers.
The corporation shall possess and may exercise all powers and
privileges necessary or convenient to effect any or all of the foregoing
purposes, or to further any or all of the foregoing powers, and the
enumeration herein of any specific purposes or powers shall not be held to
limit or restrict in any manner exercise by the corporation of the general
powers now or hereafter conferred by the laws of the State of Delaware upon
corporations formed under the General Corporation Law of Delaware.
FOURTH. The total number of shares of common stock which the
corporation shall have authority to issue is One Hundred Twenty Million
(120,000,000) shares. The par value of each such share is Sixty-two and
One-half Cents ($0.625), amounting in the aggregate to Seventy-Five Million
Dollars ($75,000,000). The corporation shall issue no fractional shares.
On any matters requiring the vote of stockholders, including the
election of directors, each stockholder shall be entitled to one vote for
each share of common stock owned. There shall be no cumulative voting.
The holders of common stock shall have no preemptive rights.
FIFTH. The name and mailing address of each incorporator is as
follows:

NAME MAILING ADDRESS
---- ---------------
Sibyl A. Garrett P.O. Box 668, Montgomery, Alabama
---------------- ---------------------------------
Linda V. Neill P.O. Box 668, Montgomery, Alabama
-------------- ---------------------------------
Mary E. Lee P.O. Box 668, Montgomery, Alabama
----------- ---------------------------------

SIXTH. The corporation is to have perpetual existence.
SEVENTH. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized.
(1) To make, alter or repeal the by-laws of the corporation.
(2) To authorize and cause to be executed mortgages and liens upon
<PAGE> 3
the real and personal property of the corporation.
(3) To declare such awful dividends, either in cash or stock of the
corporation, as in its discretion it may deem advisable.
(4) To set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purposes and to
abolish any such reserve in the manner in which it was created.
(5) To fix the number of Directors which shall constitute the whole
Board, subject to the following:
(a) The number of Directors constituting the entire Board
shall be fixed from time to time by vote of a majority of the entire
Board, provided, however, that the number of Directors shall not be reduced so
as to shorten the term of an Director at the time in office, and provided
further, that the number of Directors constituting the entire Board shall be 21
until otherwise fixed by a majority of the entire Board, and shall not be less
than three. Each Director shall be the record owner of one or more shares of
common stock of the corporation.
(b) The Board of Directors shall be divided into three
classes, as nearly equal in numbers as the then total number of
Directors constituting the entire Board permits with the term of office of one
class expiring each year. At the annual meeting of stockholders in 1982,
Directors of the first class shall be elected to hold office for a term
expiring at the next succeeding annual meeting, Directors of the second class
shall be elected to hold office for a term expiring at the second succeeding
annual meeting and Directors of the third class shall be elected to hold office
for a term expiring at the third succeeding annual meeting. Any vacancies in
the Board of Directors for any reason, and any created directorships resulting
from any increase in the number of Directors may be filled by the Board of
Directors, acting by a majority of the Directors then in office, although less
than a quorum, and any directors so chosen shall hold office until the next
election of the class for which such Directors shall have been chosen and until
their successors shall be elected and qualified. No decrease in the number of
Directors shall shorten the term of any incumbent Director. Subject to the
foregoing, at each annual meeting of stockholders the successors to the class
of Directors whose term shall then expire shall be elected to hold office for a
term expiring at the third succeeding annual meeting.
(c) Notwithstanding any other provisions of this
certificate of incorporation or the by-laws of the corporation (and
notwithstanding the fact that some lesser percentage may be specified by law,
this certificate of incorporation or the by-laws of the corporation), any
Director or the entire Board of Directors of the corporation may be removed at
any time, but only for cause and only by the affirmative vote of the holders of
75% or more of the outstanding shares of capital stock of the corporation
entitled to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the stockholders called for that
purpose.
(d) Nominations for the election of Directors may be made
by the Board of Directors or by any stockholder entitled to vote for the
election of Directors. Such nominations shall be made by notice in writing,
delivered or mailed by first class United States Mail, postage prepaid, to the
Secretary of the corporation not less than 14 days nor more than 50 days prior
to any meeting of the stockholders called for the election of Directors;
provided, however, that if less than 21 days' notice of the meeting is given to
stockholders, such written notice shall be delivered or mailed, as prescribed,
to the Secretary of the corporation not later than the close of the seventh day
following the day on which notice of the meeting was mailed to stockholders.
Notice of nominations which are proposed by the Board of Directors shall be
given by the Chairman on behalf of the Board.
(e) Each notice under subsection (d) shall set forth (i)
the name, age, business address and, if known, residence address of each
nominee proposed in such notice, (ii) the principal occupation or employment of
each such nominee and (iii) the number of shares of stock of the corporation
beneficially owned by each such nominee.
(f) The Chairman of the meeting may, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if he should so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded.
(6) By a majority of the whole Board, to designate one or more
committees, each committee to consist of two or more of the Directors of the
corporation. The Board may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member or

<PAGE> 4
any meeting of the committee. Any such committee, to the extent provided in
the resolution or in the by-laws of the corporation, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation
to be affixed to all papers which may require it; provided, however, the
by-laws may provide that in the absence or disqualification of any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint another member of the Board of Directors to
act at the meeting in the place of any such absent or disqualified member.
(7) (a) Except as set forth in Clause (d) of this paragraph
(7) of Article Seventh the affirmative vote of the holders of at lease 75% of
the outstanding shares of the corporation entitled to vote in election of
Directors shall be required to effect or validation.
(1) any merger or consolidation with or into any
other corporation, or
(2) any sale or lease of all or a substantial
part of the assets of the corporation to any other corporation, person
or other entity, if as of the record date for determination of stockholders
entitled to notice thereof and to vote thereon, such other corporation, person
or entity which is party to such a transaction is the beneficial owner,
directly or indirectly, of 5% or more of the outstanding shares of the
corporation entitled to vote in elections of directors. Such affirmative vote
shall be in addition to any vote of the holders of the shares of the
corporation otherwise required by law, this certificate of incorporation or any
agreement between the corporation and any national securities exchange.
(b) For purpose of this paragraph (7) any corporation,
person or other entity shall be deemed to be the beneficial owner of any shares
of the corporation:
(1) which it owns directly, whether not of
record, or
(2) which it has the right to acquire pursuant to
any agreement or understanding or upon exercise of conversion rights, warrants
or options or otherwise, or
(3) which are beneficially owned, directly or
indirectly (including shares deemed to be owned through application of clause
(2) above), by an "affiliate" or "associate" as those terms are defined in
Rule 12b-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934 as in effect on May 1, 1977, or
(4) which are beneficially owned, directly or
indirectly (including shares deemed owned through application of clause (2)
above), by any other corporation, person or entity with which it or its
"affiliate" or "associate" has any agreement or arrangement or understanding
for the purpose of acquiring, holding, voting or disposing of shares of the
corporation. For the purpose of determining whether a corporation, person or
entity is the beneficial owner of one or more of the outstanding shares of the
corporation, the outstanding shares of the corporation shall include shares
not in fact outstanding but deemed owned through the application of clauses
(b)(2), (3) and (4) above, but shall not include any other shares which may be
issuable pursuant to any agreement or upon exercise of conversion rights,
warrants or options or otherwise.
(c) The Board of Directors shall have the power and duty to
determine for the purposes of this paragraph (7), on the basis of information
known to the corporation whether:
(1) such other corporation or other entity
beneficially owns more than 5% of the outstanding shares of the corporation
entitled to vote in elections of Directors;
(2) a corporation, person, or entity is an
"affiliate" or "associate" (as defined in paragraph (b) above) of another;
(3) the memorandum of understanding referred to
in clause (d) below is substantially consistent with the transaction covered
thereby. Any such determination shall be conclusive and binding for all
purposes of this paragraph (7).
(d) The provisions of this paragraph (7) shall not apply to:
(1) any merger or similar transaction with any
corporation if the Board of Directors of the corporations has approved a
memorandum of understanding with such other corporation with respect to such
<PAGE> 5
transaction prior to the time that such other corporation shall have become the
beneficial owner of more than 5% of the outstanding shares of the corporation
entitled to vote in elections of Directors; or after such acquisition of 5% of
the outstanding shares, if 75% or more of the entire Board of Directors approve
such transaction prior to its consummation; or
(2) any merger or consolidation of the
corporation with, or any sale or lease to the corporation or any subsidiary
thereof of any assets of, or any sale or lease by the corporation or any
subsidiary thereof of any of its assets to, any corporation of which a
majority of the outstanding shares of all classes of stock entitled to vote
in election of Directors is owned of record or beneficially by the corporation
and its subsidiaries.
EIGHTH. Directors of Corporation and its Subsidiaries. Directors of
the corporation shall retire as such upon reaching age seventy-two (72) or
after serving three (3) years as a member of the Board, whichever event occurs
later.
The nomination and election of Directors of each corporation which is
or may in the future be a subsidiary of the corporation shall be conducted in
the manner prescribed in the charter or by-laws of said subsidiary corporation.
NINTH. No action required to be taken or which may be taken at any
annual or special meeting of stockholders of the corporation may be taken
without a meeting, and the power of stockholders to consent in writing, without
a meeting, to the taking of any action is specifically denied.
TENTH. (a) The corporation shall indemnify its officers directors,
employees and agents to the full extent permitted by the General Corporation
Law of Delaware. (b) No director of the corporation shall be personally liable
to the corporation or its stockholders for monetary damages, for breach of
fiduciary duty as a director, except for liability (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders; (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the director derived an
improper personal benefit.
ELEVENTH. Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on this application in
a summary way of this corporation or of any creditor or stockholder thereof, or
on the application of any receiver or receivers appointed for this corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of Section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as
the case may be, to be summoned in such manner as the said court directs. If
a majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of
this corporation, as the case may be, agree to any compromise or arrangement
and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
application has been made, be binding on all the creditors or class or
creditors, and/or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.
TWELFTH. Meetings of stockholders may be held within or
without the State of Delaware, as the by-laws may provide. The books of the
corporation may be kept (subject to any provision contained in the statutes)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors or in the by-laws of the corporation.
Special meetings of the stockholders may be called at any time by the Chief
Executive Officer, Secretary or Board of Directors of the corporation.
THIRTEENTH. The corporation reserves the right to amend,
alter, change or repeal any provision contained in this certificate of
incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
As provided in Article Seventh, paragraph (1), the Board of Directors
is expressly authorized to make, alter or repeal by-laws of the corporation by
a vote of a majority of the entire Board; and the stockholders may make, alter
or repeal any by-laws whether or not adopted by them, provided however, that
any such additional by-laws, alterations or repeal may be adopted only by the
affirmative vote of the holders of 75% or more of the outstanding shares of
<PAGE> 6
capital stock of the corporation entitled to vote generally in the election of
Directors (considered for this purpose as one class) at a meeting of
stockholders called for such purpose.
Notwithstanding any other provision of this certificate of
incorporation or the by-laws of the corporation (and in addition to any other
vote that may be required by law, this certificate of incorporation or the
by-laws), the affirmative vote of the holders of at least 75% of the
outstanding shares of the capital stock of the corporation entitled to vote
generally in the election of Directors (considered for this purpose as one
class) shall be required to amend, alter or repeal any provision of Article
Fourth; Article Seventh paragraph (5); Article Seventh paragraph (7); Article
Ninth; Article Twelfth; or Article Thirteenth of the certificate of
incorporation.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 24th day of June, 1970.

/s/ Sibyl A. Garrett

/s/ Linda V. Neill

/s/ Mary E. Lee

<PAGE> 1
EXHIBIT 4.2

BYLAWS
OF
REGIONS FINANCIAL CORPORATION
(as amended 1/17/73, 1/8/75, 4/20/77,
4/21/82, 1/19/83, 9/18/85, 3/22/89,
1/24/90, 4/28/93 and 5/18/94)

A DELAWARE CORPORATION

ARTICLE I

Offices

The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.
The principal office of the corporation shall be in the State of Alabama and
shall be located in the City of Birmingham, County of Jefferson. Directors'
meetings (unless from time to time specifically otherwise ordered by the Board
of Directors) and appropriate corporate functions shall be held in Birmingham.
The Chief Executive Officer may, for his convenience, in discharging his
duties, locate at whatever place he deems desirable the necessary secretary and
personal assistants for the efficient operation of his office. The corporation
may have such other offices, either within or without the State of Alabama, as
the Board of Directors may designate or as the business of the corporation may
require from time to time. Specialized personnel, such as auditors, examiners,
public relations officers, etc., shall be located in such cities as the
Directors may from time to time order.
<PAGE> 2
ARTICLE II

Meeting of Shareholders

1. Place of Meetings. The first annual meeting of the stockholders
shall be held in Birmingham, Alabama. Thereafter, the Board of Directors may
designate any place, either within or without the State of Alabama, as the
place of meeting for any annual meeting or for any special meeting of the
shareholders called by the Board of Directors.
2. Annual Meetings. The Annual Meeting of stockholders shall be held
on the third Wednesday of April of each year, if not a legal holiday, but if a
legal holiday, then on the next day following not a legal holiday, for the
purpose of electing Directors of the Corporation and for the transaction of
such business as may be properly brought before the meeting.
3. Substitute Annual Meetings. If the annual meeting shall not be
held on the day designated by these bylaws, a substitute annual meeting may be
called in accordance with the provisions of Section 4 of this Article. A
meeting so called shall be designated and treated for all purposes as the
annual meeting.
4. Special Meetings. Special meetings of the shareholders may be
called at any time by the Chief Executive Officer, Secretary or Board of
Directors of the corporation.
5. Notice of Meetings. Written or printed notice stating the time and
place of the meeting shall be delivered not less than 10 nor more than 50 days
before the date thereof, either personally or by mail, by or at the direction
of the Chief Executive Officer, the

2
<PAGE> 3
Secretary or the Board of Directors, to each shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the shareholder at his
address as it appears on the record of shareholders of the corporation, with
postage thereon prepaid.
In the case of an annual or substitute annual meeting, the notice of
the meeting need not specifically state the business to be transacted thereat.
In the case of a special meeting, the notice of meeting shall specifically
state the purpose or purposes for which the meeting is called.
When a meeting is adjourned for thirty days or more notice of the
adjourned meeting shall be given as in the case of an original meeting. When a
meeting is adjourned for less than thirty days in any one adjournment, it is
not necessary to give any notice of the adjourned meeting other than by
announcement at the meeting at which the adjournment is taken.
6. Quorum. The holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at meetings of
shareholders. If there is no quorum at the opening of a meeting of
shareholders, such meeting may be adjourned from time to time by a vote of a
majority of the shares voting on the motion to adjourn; and, at any adjourned
meeting at which a quorum is present, any business may be transacted which
might have been transacted at the original meeting.
The shareholders at a meeting at which a quorum is present may

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<PAGE> 4
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
7. Voting of Shares. Each outstanding share having voting rights
shall be entitled to one vote on each matter submitted to a vote at a meeting
of the shareholders.
The vote of a majority of the shares voted on any matter at a meeting
of shareholders at which a quorum is present shall be the act of the
shareholders on that matter, except as otherwise required by law or by the
certificate of incorporation or the bylaws of this corporation.
As more specifically provided in Article VII, paragraph 7 of the
certificate of incorporation of this corporation, (1) any merger or
consolidation with or into any other corporation, or (2) any sale or lease of
all or a substantial part of the assets of the corporation to any other
corporation, person or entity, must be approved by the affirmative vote of the
holders of at least 75% of the outstanding shares of the corporation entitled
to vote, provided, however, that approval by 75% of the outstanding shares
shall not be required if any proposed merger, consolidation, or similar
transaction shall have been previously approved by the affirmative vote of at
least 75% of the entire Board of Directors; or if any proposed merger,
consolidation or sale or lease of the assets of the corporation is with a
corporation, the majority of the outstanding stock of which is owned by this
corporation.
Voting on all matters shall be by voice vote or by a show of hands
unless the holders of one-tenth of the shares represented at

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<PAGE> 5
the meeting shall, prior to the voting on any matter, demand a ballot vote on
that particular matter.
8. No Shareholder Action by Consent. No action required to be taken
at a meeting of shareholders may be taken without a meeting. The stockholders
shall not have the power to consent in writing, without a meeting, to the
taking of any such action.
9. Qualification of Speakers at Shareholders' Meeting. Any person in
attendance at the meeting of shareholders shall, at the time of gaining
recognition from the chair, state the name of the speaker, the number of shares
owned by the speaker, and, if appearing in a representative capacity, produce
satisfactory written evidence of the right of representation signed by a
shareholder of record. Upon a failure to comply with this requirement, the
chairman shall ignore such speaker and, if deemed necessary, request the
sergeant at arms to remove the proposed speaker from the meeting.

ARTICLE III

Directors

1. General Powers. The business and affairs of the corporation shall
be managed by the Board of Directors or by such Executive Committee as the
Board may establish pursuant to these bylaws.
2. Number, Classification, Term, Qualifications and Vacancies. The
number of Directors which shall constitute the whole Board shall be fixed, from
time to time, by resolutions adopted by the Board, but shall not be less than
three persons,

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<PAGE> 6
and, until otherwise provided, shall be two inside or full-time employee
directors and ten outside directors who are not full-time employees of the
Corporation. The Directors shall be of three classes, so that approximately
one-third in number of the Directors shall be elected at each annual meeting of
stockholders and, except as hereinafter provided, each Director shall hold
office for three years, or until his successor is elected and qualified, or
until his earlier retirement, death, resignation or removal. Directors need
not be residents of the state of Delaware.
Any vacancy in the office of Director, for any reason, or resulting
from an increase in the authorized number of Directors, may be filled by the
affirmative vote of a majority of the Directors then in office, although less
than a quorum, or by a sole remaining Director. Any Director so chosen shall
hold office until the next election of the class for which such Director shall
have been chosen and until his successor shall be elected and qualified. No
decrease in the number of Directors shall shorten the term of any incumbent
Director.
3. Nominations and Election of Directors. Nominations for the
election of Directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of Directors. Such nominations
shall be made by notice in writing, delivered or mailed by first class United
States mail, postage prepaid, to the secretary of the corporation not less than
14 days nor more than 50 days prior to any meeting of the stockholders called
for the election of Directors; provided, however, that if less than 21

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<PAGE> 7
days' notice of the meeting is given stockholders, such written notice of
nominations shall be delivered or mailed to the secretary of the corporation
not later than the close of business on the seventh day following the day on
which notice of the meeting was mailed to stockholders. Notice of nominations
which are proposed by the Board of Directors shall be given by the chairman on
behalf of the Board.
Notice of nominations shall set forth (1) the name, age, business
address, and, if known, residence address of each nominee; (2) the principal
occupation or employment of each nominee; and (3) the number of shares of stock
of the corporation beneficially owned by said nominee.
The chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
For the election of Directors, those nominees who receive the highest
number of votes shall be deemed to have been elected.
To achieve the classification of Directors described in Section 2 of
the Article, the Board of Directors shall be divided into three classes of
seven Directors each, or as nearly equal in number as the then total number of
Directors constituting the entire Board permits with the term of office of one
class expiring each year. At the Annual Meeting of stockholders in l982,
Directors of the first class shall be elected to hold office for a

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<PAGE> 8
one-year term expiring at the 1983 annual meeting, Directors of the second
class shall be elected at the 1982 annual meeting of stockholders to hold
office for a two year term expiring at the 1984 annual meeting, and the
Directors of the third class shall be elected at the 1982 annual meeting to
hold office for a three-year term expiring at the 1985 annual meeting. After
the initial election of each class of Directors, each class should be elected
for a three-year term, so that the term of office of one class expires each
year.
4. Chairman. There may be a Chairman of the Board of Directors
elected by the Directors from their number at any meeting of the board. The
Chairman shall preside at all meetings of the Board of Directors and perform
such other duties as may be directed by the Board.
5. Vice-Chairman. There may be a Vice-Chairman of the Board of
Directors elected by the Directors from their number at any meeting of the
Board. In the absence of the Chairman, the Vice-Chairman in order of seniority
shall preside at all meetings of the Board and perform such other duties as may
be directed by the Board.
6. Compensation. The Board of Directors may compensate Directors for
their services as such and may provide for the payment of all expenses incurred
by Directors in attending regular and special meetings of the Board.
7. Retirement. Directors of the corporation shall retire as such
immediately prior to the next Annual Meeting of stockholders

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<PAGE> 9
after reaching age seventy (70). Provided, however, directors currently
holding office shall retire after reaching age seventy-two (72).
8. Removal. Notwithstanding any provision of the certificate of
incorporation, these bylaws, or law, any Director or the entire Board of
Directors of the corporation may be removed at any time, but only for cause and
only by the affirmative vote of the holders of 75% or more of the outstanding
shares of capital stock of the corporation entitled to vote generally in the
election of Directors cast in a meeting of stockholders called for that
purpose.

ARTICLE IV

Meeting of Directors

1. Regular Meetings. A regular meeting of the Board of Directors
shall be held immediately before or after the annual meeting of shareholders.
In addition, the Board of Directors may provide, by resolution, the time and
place, either within or without the State of Alabama, for the holding of
additional regular meetings.
2. Special Meetings. Special Meetings of the Board of Directors may
be called by or at the request of the Chief Executive Officer or by a majority
of the members of the Board or upon waiver of notice by all of the Directors.
Such meetings may be held either within or without the State of Alabama.
3. Notice of Meetings. Regular meetings of the Board of Directors may
be held without notice.
The person or persons calling a special meeting of the Board

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<PAGE> 10
of Directors shall, at least two days before the meeting, give notice thereof
by any usual means of communication. Such notice need not specify the purpose
for which the meeting is called.
Attendance by a Director at a meeting shall constitute a waiver of
notice of such meeting, except where a Director attends a meeting for the
purpose of objecting to the transaction of any business because the meeting is
not lawfully called.
4. Quorum. A majority of the Directors fixed by these bylaws, shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors.
5. Manner of Acting. Except as otherwise provided in these bylaws, an
act of the majority of the Directors present at the meeting at which a quorum
is present shall be the act of the Board of Directors.
The vote of a majority of the number of Directors fixed by these bylaws
shall be required to adopt a resolution constituting an Executive Committee.
Vacancies in the Board of Directors may be filled as provided in Article III,
Section 2 of these bylaws.
6. Informal Action by Directors. Action taken by a majority of the
Directors without a meeting is nevertheless Board action if written consent to
the action in question is signed by all the Directors and filed with the
minutes of the proceeding of the Board, whether done before or after the action
so taken.

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<PAGE> 11
ARTICLE V

Officers

1. Number. The officers of the corporation shall consist of a
President, a Chairman, Vice-Chairmen, a Secretary, a Comptroller, and such
Vice-Presidents, Assistant Secretaries, Assistant Comptroller and other
officers as the Board of Directors may from time to time elect. Any two or
more offices may be held by the same person, except the offices of chief
executive and secretary. It shall not be necessary for any officer to be a
shareholder of the corporation.
2. Election and Term. The officers of the corporation shall be
elected by the Board of Directors, such election may be held at any regular or
special meeting of the board. Each officer shall hold office until his death,
resignation, retirement, removal, disqualification or until his successor is
elected and qualified.
3. Compensation. The compensation of all officers of the corporation
shall be fixed by the Board of Directors.
4. Chairman. The Chairman shall have general executive powers and
shall be the chief executive officer of the corporation and, subject to the
control of the Board of Directors, shall supervise and control the management
of the corporation according to these bylaws.
He shall, when present, preside at all meetings of the shareholders or
name another to preside. He shall sign, with any other proper officer,
certificates for shares of the corporation, and any deeds, mortgages, bonds,
contracts or other instruments

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<PAGE> 12
which may lawfully be executed on behalf of the corporation, except where
required or permitted by law to be otherwise signed and executed and except
where the signing and execution thereof shall be delegated by the Board of
Directors to some other officer or agent; and, in general, he shall perform all
duties incident to the office of Chairman and such other duties as may be
prescribed by the Board of Directors from time to time.
5. President. The President shall have general executive powers and
shall also have and may exercise such further powers and duties as from time to
time may be conferred upon or assigned to him by the Board or by the Chairman.
In the absence or disability of the Chairman, he shall perform such duties and
have such powers as the Board may have assigned the Chairman.
6. Vice-Chairman. The Vice-Chairman shall have general executive
powers and shall also have and may exercise such further powers and duties as
from time to time may be conferred upon or assigned to him or them by the
Board. In the absence or disability of the President and the Chairman, he or
they shall perform such duties and have such powers as the Board may have
assigned the President and the Chairman.
7. Vice Presidents. The Vice Presidents in the order of their
election, unless otherwise determined by the Board of Directors, shall in the
absence or disability of the President, Chairman and Vice-Chairman perform the
duties and exercise the powers that the Board may have assigned the President,
Chairman and Vice-Chairman. In addition, they shall perform such other duties

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<PAGE> 13
and shall have such other powers as the Board of Directors shall prescribe.
8. Secretary. The secretary shall keep accurate records of the acts
and proceedings of all meetings of shareholders and Directors. He shall give
all notices required by law an by these bylaws. He shall have general charge
of the corporate books and records and of the corporate seal, and he shall
affix the corporate seal to any lawfully executed instruments requiring it. He
shall have general charge of the stock transfer books of the corporation. He
shall sign such instruments as may require his signature, and, in general,
shall perform all duties incident to the office of Secretary and such other
duties as may be assigned to him from time to time by the President or by the
Board of Directors.
9. Comptroller. The Comptroller shall have custody of all funds and
securities belonging to the corporation and shall receive, deposit or disburse
the same under the direction of the Board of Directors. He shall keep full and
accurate accounts of the finances of the corporation in books especially
provided for that purpose. The Comptroller shall, in general, perform all
duties incident to his office and such other duties as may be assigned to him
from time to time by the President or by the Board of Directors.
10. Assistant Secretaries and Comptrollers. The Assistant
Secretaries and Assistant Comptrollers shall, in the absence or disability of
the Secretary or the Comptroller, respectively, perform the duties and exercise
the powers of those offices and

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<PAGE> 14
shall, in general, perform such other duties as shall be assigned to them by
the Secretary of the Comptroller, respectively, or by the President or the
Board of Directors.
11. Bonds. The Board of Directors may by resolution require that any
or all officers, agents and employees of the corporation give bond to the
corporation, with sufficient sureties, conditioned on the faithful performance
of the duties of their respective offices or positions, and to comply with such
other conditions as may from time to time be required by the Board of
Directors.
12. Retirement. It shall be mandatory for all officers of the
corporation to retire at age seventy (70), provided, however, that if the Board
of Directors concludes that it is for the best interest of the corporation, it
may waive the provisions hereof by affirmative vote recorded in the minutes in
electing the Chief Executive Officer, the Chairman, the President or Executive
Vice President.

ARTICLE VI

Contracts, Checks and Deposits

1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument on behalf of the corporation, and such authority may be general
or confined to specific instances.
2. Checks and drafts. All checks, drafts or other orders for payment
of money issued in the name of the corporation shall be signed by such officer
or officers, agent or agents of the

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<PAGE> 15
corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
3. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
depositories as the Board of Directors shall direct.
4. Loans. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.

ARTICLE VII

Certificates for Shares and Transfer Thereof

1. Certificates for shares. Certificates representing shares of the
corporation shall be issued, in such form as the Board of Directors shall
determine, to every shareholder for the fully paid shares owned by him. These
certificates shall be signed by the Chairman or President, and the Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer. The Board of Directors
may authorize the use of facsimile signatures. All certificates shall be
consecutively numbered or otherwise identified; and the name and address of the
persons to whom they are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation.
2. Transfer of shares. Transfer of shares shall be made on the stock
transfer books of the corporation only upon surrender of the certificates for
the shares sought to be transferred by the

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<PAGE> 16
record holder thereof or by his duly authorized agent, transferee or legal
representative. All certificates surrendered for transfer shall be cancelled
before new certificates for the transferred shares shall be issued.
3. Closing transfer books and fixing record date. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may provide that the stock transfer
books shall be closed for a stated period but not to exceed, in any case, fifty
days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten days immediately
preceding such meeting.
In lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date as the record date for such determination of
shareholders, such record date in any case to be not more than fifty days and,
in case of the meeting of shareholders, not less than ten days immediately
preceding the date on which the particular action, requiring such determination
of shareholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice

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<PAGE> 17
of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders.
4. Voting lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten (10) days prior to such meeting, shall be kept
on file at the principal office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole of
the meeting. The original stock transfer book shall be prima facie evidence as
to who are the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders.
5. Lost certificates. The Board of Directors may authorize the
issuance of a new certificate in place of a certificate claimed to have been
lost or destroyed, upon receipt of an affidavit of such fact from the person
claiming the loss or destruction. When authorizing such issuance of a new
certificate, the Board may require the claimant to give the corporation a bond
in such sum as it may direct to indemnify the corporation against loss from any

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<PAGE> 18
claim with respect to the certificate claimed to have been lost or destroyed;
or the Board may, by resolution reciting that the circumstances justify such
action, authorize the issuance of a new certificate without requiring such a
bond.

ARTICLE VIII

General Provisions

1. Dividends. The Board of Directors may from time to time declare,
and the corporation may pay, dividends in cash, stock or property on its
outstanding shares in the manner and upon the terms and conditions provided by
law and by its charter.
2. Waiver of notice. Whenever any notice is required to be given to
any shareholder or Director under the provisions of the laws of Delaware or
under the provisions of the charter or bylaws of this corporation, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice.
3. Fiscal year. The fiscal year of the corporation shall be as fixed
by the Board of Directors. If no fiscal year is fixed, then a calendar year
will be used.
4. Amendments. Except as otherwise provided herein or in the
certificate of incorporation of the corporation, these bylaws may be amended or
repealed by the affirmative vote of a majority of the Directors then holding
office at any regular or special meeting of the Board of Directors, and the
stockholders may make, alter or

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repeal any bylaws, whether or not adopted by them, provided, however, that any
such additional bylaw, alteration or repeal may be adopted only by the
affirmative vote of the holders of 75% or more of the outstanding shares of
capital stock of the corporation entitled to vote generally in election of
Directors at a meeting of stockholders called for such purpose, and provided
further, however, that Article III, Section 2 and 3 hereof may be amended or
repealed only by the affirmative vote of 75% of the Directors then in office.
These Bylaws were adopted as the Bylaws of First Alabama Bancshares,
Inc. by the Interim Directors thereof on the 20th day of August, 1970.
The name First Alabama Bancshares, Inc. was changed to Regions
Financial Corporation on May 2, 1994.

<PAGE> 1

EXHIBIT 5

LANGE, SIMPSON, ROBINSON & SOMERVILLE
ATTORNEYS & COUNSELORS
417 20TH STREET NORTH, SUITE 1700
BIRMINGHAM, ALABAMA 35203-3272
TELEPHONE (205) 250-5000
FACSIMILE (205) 250-5034

June , 1994

Regions Financial Corporation
P.O. Box 1448
Montgomery, Alabama 36102

Re: Regions Financial Corporation -- S-4 Registration
Statement, No. 33-

Ladies and Gentlemen:

We have acted as counsel for Regions Financial Corporation, a Delaware
corporation, ("Regions") in connection with the merger between BNR Bancshares,
Inc. ("BNR") and Regions (the "Merger") and in connection with the registration
of common stock of Regions on Form S-4 under the Securities Act of 1933. The
Merger provides for issuance of shares of common stock of Regions, par value
$.625 per share, issuable to the stockholders of BNR upon consummation of the
Merger. The number of shares of Regions to be issued in the Merger depends on
the exchange ratio, which is defined in the Agreement and Plan of
Reorganization between Regions and BNR, dated as of April 21, 1994.

We have examined and are familiar with the registration statement on
Form S-4 (33- ) filed with the Securities and Exchange Commission, as such
registration statement has been amended to date. We have examined and are
familiar with the records relating to the organization of Regions and the
proceedings taken by its directors to date, and we have examined
<PAGE> 2
Regions Financial Corporation
June , 1994
Page 2

such other documents and records as we have deemed relevant for purposes of
rendering this opinion.

Based on the foregoing it is our opinion that upon satisfaction of the
conditions precedent to consummation of the Merger, or waiver of such
conditions capable of being waived, and upon consummation of the Merger, the
shares of stock of Regions issued pursuant to the Merger will be duly
authorized, validly issued and outstanding, fully paid and non-assessable, with
no personal liability attaching to the ownership thereof.

We hereby consent to the filing of this opinion as an exhibit to the
registration statement and to the reference to Lange, Simpson, Robinson &
Somerville under the caption "Opinions" in the proxy statement/prospectus
forming a part of the registration statement.

Very truly yours,

<PAGE> 1
EXHIBIT 8

Alston & Bird

One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424

404-881-7000
Fax: 404-881-7777 Telex: 54-2996
Terence J. Greene Direct Dial (404) 881-7493

June 20, 1994

First Alabama Bancshares, Inc.
417 North 20th Street
Birmingham, Alabama 35203

BNR Bancshares, Inc.
107 East Main Street
New Roads, Louisiana 70760

Re: PROPOSED MERGER OF BNR BANCSHARES, INC. WITH AND INTO FIRST
ALABAMA BANCSHARES, INC.

Ladies and Gentlemen:

We have acted as special tax counsel to First Alabama Bancshares,
Inc. ("FAB"), a corporation organized and existing under the laws of the State
of Delaware, in connection with the proposed merger of BNR Bancshares, Inc.
("BNR"), a corporation organized and existing under the laws of the State of
Louisiana, with and into FAB. The Merger will be effected pursuant to the
Agreement and Plan of Merger, dated as of April 21, 1994, by and between BNR
and FAB (the "Merger Agreement"). In our capacity as counsel to FAB, our
opinion has been requested with respect to certain of the federal income tax
consequences of the proposed Merger.

In rendering this opinion, we have examined (i) the Internal Revenue
Code of 1986, as amended (the "Code") and Treasury Regulations, (ii) the
legislative history of applicable sections of the Code, and (iii) appropriate
Internal Revenue Service and court decisional authority. In addition, we have
relied upon certain information made known to us as more fully described below.
All capitalized terms used herein without definition shall have the respective
meanings specified in the Merger Agreement, and unless otherwise specified, all
section references herein are to the Code.
<PAGE> 2
First Alabama Bancshares, Inc.
BNR Bancshares, Inc.
June 20, 1994
Page 2

INFORMATION RELIED UPON

In rendering the opinions expressed herein, we have examined such
documents as we have deemed appropriate, including:

(1) the Merger Agreement;

(2) the proxy statement/prospectus included in FAB's
Registration Statement on Form S-4, being filed with the Securities and
Exchange Commission with respect to the proposed transaction; and

(3) such additional documents as we have considered
relevant.

In our examination of such documents, we have assumed, with your
consent, that all documents submitted to us as photocopies faithfully reproduce
the originals thereof, that such originals are authentic, that all such
documents have been or will be duly executed to the extent required, and that
all statements set forth in such documents are accurate.

We have also obtained such additional information and representations
as we have deemed relevant and necessary through consultation with various
officers and representatives of FAB and BNR and through the Certificate dated
_______________, 199_, provided by the management of FAB and the Certificate
dated _______________, 199_, provided by the management of BNR.

You have advised us that the proposed transaction will enable the
combined organization to realize certain economies of scale, yield a wider
array of banking and banking-related services to consumers and businesses, and
provide for a stronger market position and for greater financial resources to
meet competitive challenges within the New Roads, Louisiana market area. To
achieve these goals, the following will occur pursuant to the Merger Agreement:

(1) BNR will merge with and into FAB pursuant to the
General Corporation Law of Delaware and the Louisiana Business Corporation Law.
FAB will acquire all the assets and assume all the liabilities of BNR. BNR's
separate corporate existence will cease to exist, and FAB will be the surviving
corporation. Thereafter, FAB will continue to conduct its business and will
continue to operate the businesses of BNR conducted prior to the Merger.

(2) Each share of BNR Common Stock issued and outstanding
immediately prior to the Effective Time (other than shares as to which
dissenters' rights are duly exercised and except as provided below) shall, as
of the Effective Time, by virtue of the Merger and without any action on the
part of the holder thereof, be converted into the right to receive certificates
representing that number of shares of FAB Common Stock (the "Exchange Ratio")
equal to the quotient obtained by dividing (i) $79.70 by (ii) the Average
Closing Price; provided, however, that in the event the Average Closing Price
is (a) less than $26.00, the Exchange Ratio shall be 3.065, or (b) greater than
$36.00, the

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First Alabama Bancshares, Inc.
BNR Bancshares, Inc.
June 20, 1994
Page 3

Exchange Ratio shall be 2.214 ($26.00 and $36.00 are collectively referred to
as the "Average Closing Price Limitations"). The Exchange Ratio is subject to
adjustment as provided in the Merger Agreement. At the Effective Time, any and
all shares of BNR Common Stock held by any BNR Company or any FAB Company (in
each case other than in a fiduciary capacity or as a result of debts previously
contracted) shall be canceled and retired, and no consideration shall be paid
in exchange therefor. In the event FAB or BNR changes the number of shares of
FAB Common Stock or BNR Common Stock, respectively, issued and outstanding
prior to the Effective Time as a result of a stock split, stock dividend, or
similar recapitalization, the number of shares of FAB Common Stock into which
shares of BNR Common Stock shall be converted shall be equitably adjusted to
reflect the effect of such stock split, stock dividend, or similar
recapitalization.

(3) No fractional shares of FAB Common Stock will be
issued as a result of the Merger. In lieu of the issuance of fractional
shares, cash adjustments (without interest) based upon the average of the
closing bid and ask quotations of such common stock on the last business day
preceding the Effective Time will be paid to the holders of BNR Common Stock in
respect of any fraction of a share of FAB Common Stock that would otherwise be
issuable. No such holder shall be entitled to dividends, voting rights, or any
other stockholder right in respect of any fractional share.

(4) Any holder of shares of BNR Common Stock who objects
to the Merger and who exercises his statutory dissenters' rights of appraisal
will be entitled to receive the value of such shares in cash calculated and
determined pursuant to the applicable provisions of the Louisiana Business
Corporation Law and shall not be entitled to receive the consideration
otherwise provided by the Merger Agreement.

With your consent, we have also assumed that the following statements
are true on the date hereof and will be true on the date the proposed
transaction is consummated:

(1) The fair market value of the FAB Common Stock and
other consideration received by the stockholders of BNR will be, in each
instance, approximately equal to the fair market value of the BNR Common Stock
surrendered in exchange therefor.

(2) There is no plan or intention on the part of the
stockholders of BNR who own one percent (1%) or more of the BNR stock, and to
the best of the knowledge of the management of BNR, there is no plan or
intention on the part of the remaining stockholders of BNR to sell, exchange or
otherwise dispose of a number of shares of FAB Common Stock to be received in
the proposed transaction that would reduce their holdings in FAB Common Stock
received to a number of shares having, in the aggregate a value as of the
Effective Time of less than fifty percent (50%) of the total value of all of
the stock of BNR outstanding immediately prior to the Effective Time. For
purposes of this representation, shares of BNR stock exchanged for cash or
other property, surrendered by dissenters or exchanged for cash in lieu of
fractional shares of FAB stock will be treated as outstanding BNR stock as of
the Effective Time. Moreover, shares of

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First Alabama Bancshares, Inc.
BNR Bancshares, Inc.
June 20, 1994
Page 4

BNR stock and shares of FAB stock held by BNR stockholders and otherwise sold,
redeemed or disposed of prior or subsequent to the transaction will be
considered in making this representation.

(3) FAB has no plan or intention to reacquire any of its
stock issued in the transaction.

(4) FAB has no plan or intention to sell or otherwise
dispose of any of the assets of BNR acquired in the transaction, except for
dispositions made in the ordinary course of business or transfers described in
section 368(a)(2)(C).

(5) The liabilities of BNR assumed by FAB and the
liabilities to which the transferred assets of BNR are subject were incurred by
BNR in the ordinary course of its business.

(6) Following the transaction, FAB will continue the
historic business of BNR or use a significant portion of BNR's historic
business assets in a business.

(7) FAB, BNR, and the stockholders of BNR will pay their
respective expenses, if any, incurred in connection with the transaction.

(8) There is no intercorporate indebtedness existing
between BNR and FAB that was issued, acquired, or will be settled at a
discount.

(9) Neither of the parties to the Merger is an
"investment company" as defined in section 368(a)(2)(F)(iii) and (iv).

(10) BNR is not under the jurisdiction of a court in a
Title 11 or similar case within the meaning of section 368(a)(3)(A).

(11) The fair market value and the total adjusted basis of
the assets of BNR transferred to FAB will each equal or exceed the sum of the
liabilities assumed by FAB plus the amount of the liabilities, if any, to which
the transferred assets are subject.

(12) The payment of cash in lieu of fractional shares of
FAB stock is solely for the purpose of avoiding the expense and inconvenience
to FAB of issuing fractional shares and does not represent separately bargained
for consideration. The total cash consideration that will be paid in the
transaction to the BNR stockholders instead of issuing fractional shares of FAB
stock will not exceed one percent (1%) of the total consideration that will be
issued in the transaction to the BNR stockholders in exchange for their shares
of BNR stock. The fractional share interests of each BNR stockholder will be
aggregated, and no BNR stockholder will receive cash in an amount equal to or
greater than the value of one full share of FAB stock.

(13) None of the compensation received by any
stockholder-employees of BNR will be separate consideration for, or allocable
to, any of their shares of BNR stock; none of the shares of FAB stock received
by any stockholder-employees will be separate consideration for, or allocable
to, any employment agreement; and the compensation paid

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First Alabama Bancshares, Inc.
BNR Bancshares, Inc.
June 20, 1994
Page 5

to any stockholder-employees will be for services actually rendered and will be
commensurate with amounts paid to third parties bargaining at arm's length for
similar services.

(14) At all times during the five-year period ending on
the effective date of the Merger, the fair market value of all of BNR's United
States real property interests was and will have been less than fifty percent
(50%) of the total fair market value of (a) its United States real property
interests, (b) its interests in real property located outside the United
States, and (c) its other assets used or held for use in a trade or business.
For purposes of the preceding sentence, (x) United States real property
interests include all interests (other than an interest solely as a creditor)
in real property and associated personal property (such as movable walls and
furnishings) located in the United States or the Virgin Islands and interests
in any corporation (other than a controlled corporation) owning any United
States real property interest, (y) BNR is treated as owning its proportionate
share (based on the relative fair market value of its ownership interest to all
ownership interests) of the assets owned by any controlled corporation or any
partnership, trust, or estate in which BNR is a partner or beneficiary, and (z)
any such entity in turn is treated as owning its proportionate share of the
assets owned by any controlled corporation or any partnership, trust, or estate
in which the entity is a partner or beneficiary. As used in this paragraph,
"controlled corporation" means any corporation at least fifty percent (50%) of
the fair market value of the stock of which is owned by BNR, in the case of a
first-tier subsidiary of BNR or by a controlled corporation, in the case of a
lower-tier subsidiary.

(15) For each of FAB and BNR, not more than twenty-five
percent (25%) of the fair market value of its adjusted total assets consists of
stock and securities of any one issuer, and not more than fifty percent (50%)
of the fair market value of its adjusted total assets consists of stock and
securities of five or fewer issuers. For purposes of the preceding sentence,
(a) a corporation's adjusted total assets exclude cash, cash items (including
accounts receivable and cash equivalents), and United States government
securities, (b) a corporation's adjusted total assets exclude stock and
securities issued by any subsidiary at least fifty percent (50%) of the voting
power or fifty percent (50%) of the total fair market value of the stock of
which is owned by the corporation, but the corporation is treated as owning
directly a ratable share (based on the percentage of the fair market value of
the subsidiary's stock owned by the corporation) of the assets owned by any
such subsidiary, and (c) all corporations that are members of the same
"controlled group" within the meaning of section 1563(a) of the Internal
Revenue Code (the "Code") are treated as a single issuer.

(16) BNR has not filed, and holds no assets subject to, a
consent under section 341(f) of the Code and the regulations thereunder.

(17) BNR is not a party to, and holds no assets subject
to, a "safe harbor lease" under former section 168(f)(8) of the Code and the
regulations thereunder.

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First Alabama Bancshares, Inc.
BNR Bancshares, Inc.
June 20, 1994
Page 6

(18) The Merger Agreement represents the entire
understanding of BNR and FAB with respect to the Merger.

OPINIONS

Based solely on the information submitted and the representations set
forth above and assuming that the Merger will take place as described in the
Merger Agreement and that the representations made by FAB and BNR (including
the representation that BNR stockholders will maintain sufficient equity
ownership interests in FAB after the Merger) are true and correct at the time
of the consummation of the Merger, we are of the opinion that:

(1) Provided the Merger qualifies as a statutory merger
under the General Corporation Law of Delaware and the Louisiana Business
Corporation Law, the Merger will be a reorganization within the meaning of
section 368(a)(1)(A). BNR and FAB will each be "a party to a reorganization"
within the meaning of section 368(b).

(2) BNR will recognize no gain or loss upon the transfer
of its assets to FAB in exchange solely for FAB Common Stock and the assumption
by FAB of the liabilities of BNR. Sections 361(a) and 357(a).

(3) No gain or loss will be recognized by FAB on receipt
of BNR's assets in exchange for FAB Common Stock. Section 1032(a).

(4) The basis of BNR's assets in the hands of FAB will,
in each case, be the same as the basis of those assets in the hands of BNR
immediately prior to the transaction. Section 362(b).

(5) The holding period of the assets of BNR in the hands
of FAB will, in each case, include the period during which such assets were
held by BNR. Section 1223(2).

(6) The stockholders of BNR will recognize no gain or
loss upon the exchange of their BNR Common Stock solely for shares of FAB
Common Stock. Section 354(a)(1).

(7) The basis of the FAB Common Stock received by the BNR
stockholders in the proposed transaction will, in each instance, be the same as
the basis of the BNR Common Stock surrendered in exchange therefor. Section
358(a)(1).

(8) The holding period of the FAB Common Stock received
by the BNR stockholders will, in each instance, include the period during which
the BNR Common Stock surrendered in exchange therefor was held, provided that
the BNR Common Stock was held as a capital asset on the date of the exchange.
Section 1223(1).

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First Alabama Bancshares, Inc.
BNR Bancshares, Inc.
June 20, 1994
Page 7

(9) The payment of cash to BNR stockholders in lieu of
fractional share interests of FAB Common Stock will be treated for federal
income tax purposes as if the fractional shares were distributed as part of the
exchange and then were redeemed by FAB. These cash payments will be treated as
having been received as distributions in full payment in exchange for the stock
redeemed as provided in section 302(a). Rev. Rul. 66-365, 1966-2 C.B. 116 and
Rev. Proc. 77-41, 1977-2 C.B. 574.

(10) Where solely cash is received by a BNR stockholder in
exchange for his BNR Common Stock pursuant to the exercise of dissenters'
rights, such cash will be treated as having been received in redemption of his
BNR Common Stock, subject to the provisions and limitations of section 302.

The opinions expressed herein are based upon existing statutory,
regulatory, and judicial authority, any of which may be changed at any time
with retroactive effect. In addition, our opinions are based solely on the
documents that we have examined, the additional information that we have
obtained, and the statements set out herein, which we have assumed and you have
confirmed to be true on the date hereof and will be true on the date on which
the proposed transaction is consummated. Our opinions cannot be relied upon if
any of the facts contained in such documents or if such additional information
is, or later becomes, inaccurate, or if any of the statements set out herein
is, or later becomes, inaccurate. Finally, our opinions are limited to the tax
matters specifically covered thereby, and we have not been asked to address,
nor have we addressed, any other tax consequences of the proposed transaction.

We consent to this opinion as an exhibit to the Registration Statement
filed by FAB relating to the proposed Merger and to the references to our firm
in the proxy statement/prospectus included in the Registration Statement. This
opinion is being provided solely for the use of FAB, BNR and their
stockholders. No other person or party shall be entitled to rely on this
opinion.

Very truly yours,

ALSTON & BIRD

By:
-----------------------------

Terence J. Greene

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<PAGE> 1
EXHIBIT 23.1

CONSENT OF ERNST & YOUNG

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and related Prospectus of Regions Financial
Corporation for the registration of up to 999,858 shares of its common stock
and to the incorporation by reference therein of our report dated February 4,
1994, with respect to the consolidated financial statements of Regions
Financial Corporation (formerly First Alabama Bancshares, Inc.) included in its
Annual Report to Stockholders which is incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.

/s/ Ernst & Young

Birmingham, Alabama
June 20, 1994

<PAGE> 1
EXHIBIT 23.2

CONSENT OF HANNIS T. BOURGEOIS & CO., L.L.P.

We consent to the reference to our firm under the caption "Experts" in
this Registration Statement (Form S-4) and related Prospectus of Regions
Financial Corporation and to the incorporation by reference therein of our
report dated January 15, 1994 (except for Note P, as to which the date is March
16, 1994), with respect to the consolidated financial statements of BNR
Bancshares, Inc. included in its Annual Report (Form 10-KSB) for the year ended
December 31, 1993, filed with the Securities and Exchange Commission.

/s/ Hannis T. Bourgeois & Co., L.L.P.

Baton Rouge, Louisiana
June 21, 1994