REGIONS FINANCIAL CORP, DEF 14A, 1997-04-02

REGIONS FINANCIAL CORP
DEF 14A, 1997-04-02
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

REGIONS FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2
(Regions Logo) REGIONS FINANCIAL CORPORATION
Post Office Box 10247
Birmingham, Alabama 35202-0247
Telephone 205 326-7100

TO THE STOCKHOLDERS:

You are cordially invited to attend the twenty-sixth annual meeting of the
stockholders of Regions Financial Corporation to be held at 10:00 a.m., on May
14, 1997, in Regions Training Center, located at 298 West Valley Avenue,
Birmingham, Alabama.

We hope you will plan to attend the stockholders' meeting. However, in
order that we may be assured of a quorum, we urge you to sign and return the
enclosed proxy in the postage-paid envelope provided as promptly as possible,
whether or not you plan to attend the meeting in person. If you do attend the
meeting, you may withdraw your proxy.

A reception and coffee will be held from 9:00 a.m. until 10:00 a.m., in the
Reception Area of Regions' Training Center. We hope you will find it convenient
to come early enough to enjoy this social time prior to the stockholders'
meeting.

/s/ J. STANLEY MACKIN

J. Stanley Mackin
Chairman of the Board
and Chief Executive Officer

April 1, 1997
<PAGE> 3
(REGIONS LOGO) REGIONS FINANCIAL CORPORATION
Post Office Box 10247
Birmingham, Alabama 35202-0247
Telephone 205 326-7100

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD
MAY 14, 1997

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Regions
Financial Corporation (Regions or Company), a Delaware corporation, will he held
in Regions' Training Center, 298 West Valley Avenue, Birmingham, Alabama, on
Wednesday, May 14, 1997, at 10:00 a.m. Birmingham time, for the purpose of
considering and acting on the following:

1. To elect the five (5) nominees named in the Proxy Statement as
directors to serve for three year terms or until their successors have been
elected and qualified.

2. Proposal to approve an amendment to the Certificate of
Incorporation to increase the number of authorized shares of Common Stock
from 120,000,000 to 240,000,000, par value $.625 per share, to enable a 2
for 1 stock split.

3. Proposal to approve an amendment to the Certificate of
Incorporation to establish a class of preferred stock consisting of
5,000,000 authorized shares, and granting to the board of directors the
authority to divide such preferred shares into series and to establish the
relative voting powers, designations, preferences, rights and
qualifications, limitations, or restrictions with respect to each series,
in accordance with the General Corporation Law of the state of Delaware.

4. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.

Only stockholders of record at the close of business on March 17, 1997, are
entitled to receive notice of and to vote at the meeting. A complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder shall be open to examination by any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting at the main office of Regions
Bank, 417 North 20th Street, Birmingham, Alabama. Stockholders are invited to
attend the meeting in person.

PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.

By Order of the Board of Directors

/s/ SAMUEL E. UPCHURCH, JR.

Samuel E. Upchurch, Jr.
Corporate Secretary

April 1, 1997
<PAGE> 4
(Regions Logo) REGIONS FINANCIAL CORPORATION
Post Office Box 10247
Birmingham, Alabama 35202-0247
Telephone 205 326-7100

PROXY STATEMENT
FOR 1997 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished to the stockholders of Regions Financial
Corporation (Regions or Company) in connection with the 1997 annual meeting of
stockholders to be held on Wednesday, May 14, 1997, at 10:00 a.m. in Regions'
Training Center, 298 West Valley Avenue, Birmingham, Alabama, and at any
adjournment thereof. The matters to be considered and acted upon are (1) the
election of five nominees as directors of the corporation, (2) proposal to
approve an amendment to the Certificate of Incorporation to increase the number
of authorized shares of Common Stock from 120,000,000 to 240,000,000, par value
$.625 per share, to enable a 2 for 1 stock split, (3) proposal to approve an
amendment to the Certificate of Incorporation to establish a class of preferred
stock consisting of 5,000,000 authorized shares, and granting to the board of
directors the authority to divide such preferred shares into series and to
establish the relative voting powers, designations, preferences, rights and
qualifications, limitations, or restrictions with respect to each series, in
accordance with the General Corporation Law of the state of Delaware, and (4)
such other business as may properly come before the meeting.

The enclosed proxy is solicited on behalf of the board of directors of
Regions and is revocable by the stockholder at any time prior to the voting of
such proxy. All properly executed proxies delivered pursuant to this
solicitation will be voted at the meeting and in accordance with instructions,
if any.

This is the first mailing of proxy solicitation materials to stockholders.
In addition to solicitation by mail, proxies may be solicited by directors,
officers and other employees of Regions who will receive no compensation in
addition to their regular compensation. The cost of preparing, assembling and
mailing this proxy statement and other materials furnished to stockholders and
other expenses of solicitation, including the expenses of brokers, custodians,
nominees and other fiduciaries, who at the request of Regions, mail material to
or otherwise communicate with beneficial owners of the shares held by them, will
be paid by Regions.

Participants in Regions' Dividend Reinvestment Plan, Employee Stock
Purchase Plan, and Directors' Stock Incentive Plan will note that shares held by
the administrator for such plans are shown on the enclosed proxy card in
addition to shares held directly by the stockholder in certificate form. Signing
and returning the proxy card will enable voting of all shares, including those
held in such plans.

The annual report of Regions Financial Corporation for the year 1996,
including financial statements, has been mailed to all stockholders. Such report
and financial statements are not a part of this proxy statement except as
specifically incorporated herein.

---------------------

THE DATE OF THIS PROXY STATEMENT IS APRIL 1, 1997.
<PAGE> 5

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As of March 17, 1997, Regions had issued and outstanding 66,435,634 shares
of common stock, none of which were held as treasury stock. Stockholders are
entitled to one vote for each share on all matters to come before the meeting.
Only stockholders of record at the close of business on March 17, 1997, will be
entitled to vote at the meeting or any adjournment thereof.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of December 31, 1996, all Regions' affiliate banks beneficially held in
a fiduciary capacity for others under numerous trust relationships, 2,897,784
shares or 4.63% of Regions' outstanding common stock. Regions' affiliate bank
trust departments have sole voting power with respect to 2,865,902 of these
shares or 4.57%, shared voting power with respect to 31,612 of these shares,
sole dispositive power with respect to 1,008,187 of these shares and shared
dispositive power with respect to 971,284 of these shares. No entity is known to
the Company to be the beneficial owner of more than five percent of any class of
voting securities.

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

No director or nominee for director is deemed to own beneficially 1% or
more of Regions' common stock as of March 17, 1997. All directors and executive
officers of Regions, as a group, own beneficially a total of 2,607,973 shares
(which includes 856,275 shares that are the subject of presently exercisable
options) or 3.88% of the Company's outstanding common stock. Information with
respect to beneficial ownership is based upon information furnished by each
officer, director or nominee, or contained in filings made with the Securities
and Exchange Commission.

The following table presents information concerning the beneficial
ownership of Regions' common stock by certain of its executive officers at March
17, 1997. For beneficial ownership information of each director, see "Election
of Directors."

<TABLE>
<CAPTION>
REGIONS STOCK BENEFICIALLY OWNED
--------------------------------
NAME AND ADDRESS TITLE OF CLASS # OF SHARES(1) % OF CLASS
- ---------------- -------------- -------------- ----------
<S> <C> <C> <C>
J. Stanley Mackin............................. Common 500,571 0.751%
Birmingham, Alabama
Richard D. Horsley............................ Common 205,743 0.309
Birmingham, Alabama
Carl E. Jones, Jr............................. Common 234,609 0.353
Mobile, Alabama
Sam P. Faucett................................ Common 186,568 0.280
Tuscaloosa, Alabama
William E. Jordan............................. Common 155,425 0.234
Birmingham, Alabama
</TABLE>

- ---------------

(1) The amounts shown represent the total shares beneficially owned by such
individuals, restricted shares (133,750 for Mr. Mackin and 5,500 for each of
the other individuals) and shares which are issuable upon the exercise of
all stock options which are currently exercisable and exercisable within 60
days. Specifically, the following individuals have the right to acquire the
shares indicated after their names, upon the exercise of such stock options:
Mr. Mackin, 249,375; Mr. Horsley, 89,922; Mr. Jones, 74,402; Mr. Faucett,
86,402; and Mr. Jordan, 72,322.

No change in control of Regions has occurred since January 1, 1996, and no
arrangements are known to Regions which may at a later date result in a change
in control of the Company.

2
<PAGE> 6

ELECTION OF DIRECTORS

Regions recommends that the board of directors for the ensuing year shall
consist of twelve directors, and further recommend the election of James B.
Boone, Jr., Albert P. Brewer, James S.M. French, Richard D. Horsley, and J.
Stanley Mackin as directors, to hold office for a term of three years expiring
with the annual meeting of stockholders to be held in 2000 or until their
successors are elected and qualified. The terms of office of seven directors
continue after the meeting. The proxy will be voted FOR the nominees, unless
otherwise directed. If any nominee is not available for election, the proxies
will be voted for such substitute nominee as the board of directors may
designate. Regions has no reason to believe that any substitute nominee or
nominees will be required. The proxies will not be voted for more than five
nominees.

INFORMATION ON DIRECTORS

The following table indicates the age, residence, principal occupation or
employment for the last five years of each nominee and director whose term of
office continues after the meeting, position and offices held with Regions or
its subsidiaries, the year the director was first elected, and the number of
shares of common stock of the Company beneficially owned at March 17, 1997.

<CAPTION>
NUMBER OF SHARES BENEFICIALLY
OWNED AT MARCH 17, 1997
NAME OF NOMINEE OR ------------------------------------
DIRECTOR, RESIDENCE, AND PERCENT
AGE DIRECTLY INDIRECTLY(2) OF CLASS
- ------------------------ -------- -------------- --------
<S> <C> <C> <C>
Sheila S. Blair 48,834 8,524 0.086%
Birmingham, Alabama
62
William R. Boles, Sr. 11 239,473 0.360
Monroe, Louisiana
69
James B. Boone, Jr.(1) 17,093 0 0.026
Tuscaloosa, Alabama
61
</TABLE>

- ---------------

(1) Nominee for election at 1997 stockholders' meeting.
(2) Indirect beneficial ownership includes shares, if any, (a) owned as trustee
in which the director or any member of his/her immediate family has a
beneficial interest, or (b) held in a trust in which the director has a
beneficial interest, or (c) owned and traded in the name of the spouse,
minor children or other relative of the director living in his/her home, or
(d) owned by a corporation, partnership or other legal organization in which
the director has a substantial beneficial interest.
(3) As a consequence of the merger of all of Regions' subsidiary banks in
Alabama into one bank (Regions Bank) and the merger of all of Regions'
subsidiary banks in Louisiana into one bank (Regions Bank of Louisiana) and
the resulting cessation of their separate corporate existence, Regions has
established bodies of local advisory directors corresponding to the former
boards of directors of the subsidiary banks. Service on such a body is
denoted in the tables as, for example, "Director, Regions Bank --
Birmingham."

3
<PAGE> 7

<TABLE>
<CAPTION>
YEAR
PRESENT OCCUPATION TERM OF
NAME OF NOMINEE OR AND PRINCIPAL POSITION AND OFFICES YEAR FIRST OFFICE
DIRECTOR, RESIDENCE, AND OCCUPATION FOR HELD WITH REGIONS ELECTED AS WILL
AGE LAST FIVE YEARS AND SUBSIDIARIES DIRECTOR EXPIRE
- ------------------------ ----------------------- ----------------------- ----------- -------
<S> <C> <C> <C> <C>
Albert P. Brewer(1) Professor of Law Director, Regions; 1986 2000
Birmingham, Alabama and Government, Director, Regions
68 Samford University Bank -- Decatur/
Hartselle(3)
James S.M. French(1) Chairman and Director, Regions; 1986 2000
Birmingham, Alabama President, Dunn Director, Regions
57 Investment Co. Bank --
(Construction, Birmingham(3)
Construction
Materials,
Investments)
Richard D. Horsley(1) Vice Chairman of the Director, Regions; 1982 2000
Birmingham, Alabama 54 Board and Executive Director, Regions Bank
Financial Officer, (Alabama), Regions Bank
Regions and Regions (Georgia), Regions Bank
Bank (Alabama) of Louisiana, Regions
Agency, Inc., Regions
Mortgage, Inc., Regions
Life Insurance Company,
and Regions Financial
Building Corp.
Carl E. Jones, Jr. President and Chief Director, Regions; 1997 1998
Birmingham, Alabama Operating Officer, Director, Regions
56 Regions; Regional Bank of Louisiana
President, Regions and Regions Bank
(Alabama)
Olin B. King Chairman and Director, Regions; 1984 1999
Huntsville, Alabama CEO, Director,
63 SCI Systems, Inc. Regions Bank --
(Diversified Huntsville(3)
Electronics
Manufacturer)

<CAPTION>
NUMBER OF SHARES BENEFICIALLY
OWNED AT MARCH 17, 1997
NAME OF NOMINEE OR -----------------------------------
DIRECTOR, RESIDENCE, AND PERCENT
AGE DIRECTLY INDIRECTLY(2) OF CLASS
- ------------------------ -------- ------------- --------
<S> <C> <C> <C>
Albert P. Brewer(1) 55,399 22,348 0.117%
Birmingham, Alabama
68
James S.M. French(1) 10,069 58,848 0.104
Birmingham, Alabama
57
Richard D. Horsley(1) 205,743(4) 0 0.309
Birmingham, Alabama 54
Carl E. Jones, Jr. 221,498(4) 13,111 0.353
Birmingham, Alabama
56
Olin B. King 9,684 0 0.015
Huntsville, Alabama
63
</TABLE>

- ---------------

4
<PAGE> 8

<TABLE>
<CAPTION>
YEAR
PRESENT OCCUPATION TERM OF
NAME OF NOMINEE OR AND PRINCIPAL POSITION AND OFFICES YEAR FIRST OFFICE
DIRECTOR, RESIDENCE, AND OCCUPATION FOR HELD WITH REGIONS ELECTED AS WILL
AGE LAST FIVE YEARS AND SUBSIDIARIES DIRECTOR EXPIRE
- ------------------------ ---------------------- ---------------------- ----------- -------
<S> <C> <C> <C> <C>
J. Stanley Mackin(1) Chairman and Chief Director, Regions; 1990 2000
Birmingham, Alabama Executive Officer, Director,
64 Regions and Regions Regions Bank,
Bank (Alabama) (Alabama),
Regions Bank
(Georgia),
Regions Bank of
Louisiana, Regions
Agency, Inc., Regions
Mortgage, Inc., and
Regions Life
Insurance Company
Henry E. Simpson Attorney, Lange, Director, Regions; 1973 1998
Birmingham, Alabama Simpson, Robinson Director,
62 & Somerville Regions Bank --
Birmingham(3)
Lee J. Styslinger, Jr. Chairman, ALTEC Director, Regions; 1985 1999
Birmingham, Alabama Industries, Inc. Director,
64 (Manufacturer of Regions Bank --
Mobile Utility Birmingham(3)
Equipment)
Robert J. Williams Chairman and Chief Director, Regions; 1996 1998
Mobile, Alabama Executive Officer, Director,
67 Terminix Services, Regions Bank --
Inc. Mobile(3)

<CAPTION>
NUMBER OF SHARES BENEFICIALLY
OWNED AT MARCH 17, 1997
NAME OF NOMINEE OR ------------------------------------
DIRECTOR, RESIDENCE, AND PERCENT
AGE DIRECTLY INDIRECTLY(2) OF CLASS
- ------------------------ -------- ------------- --------
<S> <C> <C> <C>
J. Stanley Mackin(1) 493,500(4) 7,071 0.751%
Birmingham, Alabama
64
Henry E. Simpson 70,731 25,322 0.145
Birmingham, Alabama
62
Lee J. Styslinger, Jr. 56,465 0 0.085
Birmingham, Alabama
64
Robert J. Williams 39,512 0 0.059
Mobile, Alabama
67
</TABLE>

- ---------------

Of the directors or nominees for director, none is a "control person" of
the Company by virtue of stock ownership. The only persons who might be
considered "control persons" of the Company are J. Stanley Mackin, Chairman and
Chief Executive Officer, Richard D. Horsley, Vice Chairman and Executive
Financial Officer, and Carl E. Jones, Jr., President and Chief Operating
Officer, who gain any control they may exercise by virtue of office.

Of the nominees and directors listed above, four also serve as directors of
other companies with a class of securities registered under the Securities
Exchange Act of 1934. James S. M. French serves as a director of Energen
Corporation and as a director of Hilb, Rogal and Hamilton Company; Olin B. King
serves as a director of SCI Systems, Inc.; Lee J. Styslinger, Jr. serves as a
director of The Mead Corporation; and Carl E. Jones, Jr., serves as a director
of Alabama Power Company.

5
<PAGE> 9

THE BOARD AND COMMITTEES OF THE BOARD

Regions held six directors' meetings during 1996. All directors attended at
least 75% of the aggregate of the meetings held by the board and by its
committees of which they were members, except Mr. King, who attended 66.6% of
Regions' directors' meetings and 33.3% of committee meetings. Among other board
committees, Regions has an audit committee and a personnel committee that meet
as needed. The Company has no nominating or similar committee.

Audit Committee. The members of the audit committee are Albert P. Brewer
(Chairman), Sheila S. Blair, Richard D. Horsley (ex officio member), Catesby ap
C. Jones, and J. Stanley Mackin (ex officio member). The principal functions of
the audit committee, which held four meetings during 1996, include selecting
independent auditors, approving proposed independent audit fees, reviewing with
the independent auditors the planning for and results of the audit, approving
professional services provided by the independent auditors, establishing goals
and plans for the nature and extent of internal audit work, determining the
effectiveness and adequacy of accounting and internal controls and the adequacy
of the audit staff, and reviewing major internal audit findings. The corporate
loan review staff submits periodic loan examination reports to the audit
committee for its review.

Personnel Committee. The personnel committee, which held four meetings
during 1996, consists of James B. Boone, Jr. (Chairman), Albert P. Brewer,
Catesby ap C. Jones, and Lee J. Styslinger, Jr.

The role of the personnel committee is to establish and monitor corporate
policy and practice in the broad area of human resources management. The
personnel committee exercises strategic and administrative responsibility in
working with Company management on the development and clarification of the
Company's compensation philosophy, articulating reasons behind design of the
Company's pay and benefits programs and their relationship to corporate
objectives and competitive practices.

The functions of the personnel committee are recommending to the board the
compensation arrangements for executive management, approving compensation
arrangements for senior company officers, making recommendations to the board
concerning compensation plans in which officers are eligible to participate and
recommending to the board the establishment of or changes in benefit plans in
which officers are eligible to participate, and recommending to the board the
establishment of or changes in benefit plans in which officers and employees
participate (including the authority to make amendments to tax-qualified plans
in which officers participate). The personnel committee also reviews employee
claims against the Company, reviews the community involvement of senior
management personnel, reviews proposed legislation affecting human resource
management, approves certain new or amended personnel policies or statutory
benefits plans, and acts on other important personnel matters. All actions taken
with respect to compensation programs are reported to the board through detailed
personnel committee minutes.

The personnel committee specifically serves as the board compensation
committee. In discharging this responsibility, the committee has, from time to
time, used the services of compensation consultants for guidance with respect to
competitive data and practices of other banks.

SECTION 16 TRANSACTIONS

Section 16(a) of the Securities Exchange Act of 1934 requires Regions'
executive officers and directors to file reports of ownership and changes in
ownership of Regions' stock with the Securities and Exchange Commission.
Executive officers and directors are required by SEC regulations to furnish
Regions with copies of all Section 16(a) forms they file.

Based on a review of the forms filed during 1996, Regions believes that its
executive officers and directors complied with all applicable filing
requirements.

6
<PAGE> 10

EXECUTIVE COMPENSATION AND OTHER TRANSACTIONS

The following table is a summary of certain information concerning the
compensation earned by Regions' chief executive officer and each of the other
four most highly compensated executive officers during the last three fiscal
years.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------------------- -------------------------------
AWARDS PAYOUTS
OTHER -------------------- -------- ALL
ANNUAL RESTRICTED STOCK LTIP OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION STOCK(1) OPTIONS PAYOUTS COMPENSATION
- --------------------------- ---- -------- -------- ------------ ---------- ------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Stanley Mackin.......... 1996 $700,000 $630,000 $0 $1,720,000 75,000 $743,985 $441,961(2)
Chairman & Chief 1995 600,000 553,200 0 1,280,000 75,000 0 319,658
Executive Officer 1994 560,000 320,656 0 0 40,000 0 244,890
Richard D. Horsley......... 1996 $262,500 $165,375 $0 0 15,000 $349,030 $ 72,944(3)
Vice Chairman & 1995 250,000 161,350 0 0 15,000 0 57,334
Executive Financial 1994 238,000 136,278 0 0 20,000 0 48,339
Officer
Carl E. Jones, Jr.......... 1996 $242,000 $147,969 $0 0 15,000 $349,030 $ 61,103(4)
Regional President 1995 232,000 146,030 0 0 15,000 0 49,897
1994 215,000 122,251 0 0 20,000 0 43,297
Sam P. Faucett............. 1996 $232,000 $146,282 $0 0 15,000 $349,030 $104,338(5)
Regional President 1995 222,000 142,579 0 0 15,000 0 79,961
1994 208,000 116,698 0 0 20,000 0 65,460
William E. Jordan.......... 1996 $233,000 $147,017 $0 0 15,000 $349,030 $112,616(6)
Regional President 1995 218,000 137,721 0 0 15,000 0 84,929
1994 202,500 114,421 0 0 20,000 0 61,923
</TABLE>

- ---------------

(1) The Terms of the Restricted Stock awards are determined by the personnel
committee. Under the terms of the currently outstanding Restricted Stock
awards, the named executives must remain employed with Regions for five
years from the date of the grant at the same or higher level in order for
the shares to be released. During the five year period, the named executive
is eligible to receive dividends and exercise voting privileges on such
restricted shares. If any of the restrictions are removed at the discretion
of the personnel committee, the named executive officer will receive a stock
certificate for some percentage or all of the awarded restricted shares. The
restricted shares are not transferable by the named executive during the
restriction period. The personnel committee has the discretion to modify the
terms of the Restricted Stock awards. Mr. Mackin had 93,750 shares of
Restricted Stock with fair market value of $4,845,703 at December 31, 1996.
Messrs. Horsley, Jones, Faucett and Jordan each had 5,500 shares of
Restricted Stock with a fair market value of $284,281 at December 31, 1996.
(2) Includes $2,280 allocated to Mr. Mackin in 1996 under the Employee Stock
Ownership Plan; $20,220 allocated to Mr. Mackin in 1996 under the profit
sharing plan; and $419,461 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1996 resulting
from premium payments for a life insurance benefit plan for Mr. Mackin. This
plan serves as an offset to an existing supplemental retirement plan.
(3) Includes $2,280 allocated to Mr. Horsley in 1996 under the Employee Stock
Ownership Plan; $20,220 allocated to Mr. Horsley in 1996 under the profit
sharing plan; and $50,444 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1996 resulting
from premium payments for a life insurance benefit plan for Mr. Horsley.
This plan serves as an offset to an existing supplemental retirement plan.
(4) Includes $2,280 allocated to Mr. Jones in 1996 under the Employee Stock
Ownership Plan; $20,220 allocated to Mr. Jones in 1996 under the profit
sharing plan; and $38,603 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1996 resulting
from

7
<PAGE> 11

premium payments for a life insurance benefit plan for Mr. Jones. This plan
serves as an offset to an existing supplemental retirement plan.
(5) Includes $2,280 allocated to Mr. Faucett in 1996 under the Employee Stock
Ownership Plan; $20,220 allocated to Mr. Faucett in 1996 under the profit
sharing plan; and $81,838 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1996 resulting
from premium payments for a life insurance benefit plan for Mr. Faucett.
This plan serves as an offset to an existing supplemental retirement plan.
(6) Includes $2,280 allocated to Mr. Jordan in 1996 under the Employee Stock
Ownership Plan; $20,220 allocated to Mr. Jordan in 1996 under the profit
sharing plan; and $90,116 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1996 resulting
from premium payments for a life insurance benefit plan for Mr. Jordan. This
plan serves as an offset to an existing supplemental retirement plan.

STOCK OPTIONS

The following table presents information concerning individual grants of
options to purchase Regions' common stock made during 1996 to the named
executive officers.

OPTION GRANTS IN THE LAST FISCAL YEAR

<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL EXERCISE
SECURITIES UNDERLYING OPTIONS GRANTED TO PRICE GRANT DATE
NAME OPTIONS GRANTED EMPLOYEES IN 1996 (PER SHARE) EXPIRATION DATE PRESENT VALUE(1)
- ---- --------------------- -------------------- ----------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
J. Stanley Mackin.... 75,000 17.1% $43.000 Jan. 11, 2006 $514,980
Richard D. Horsley... 15,000 3.4% 44.875 Jan. 3, 2006 108,646
Carl E. Jones, Jr.... 15,000 3.4% 44.875 Jan. 3, 2006 108,646
Sam P. Faucett....... 15,000 3.4% 44.875 Jan. 3, 2006 108,646
William E. Jordan.... 15,000 3.4% 44.875 Jan. 3, 2006 108,646
</TABLE>

- ---------------

(1) Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options. The actual value, if any, an executive may realize
depends on the excess of the stock price over the exercise price on the date
the option is exercised, so there is no assurance the value realized by an
executive will be at or near the value estimated by the Black-Scholes model.
The estimated values under that model are based on the assumptions of
expected stock price volatility of .1185, risk-free rate of return of 5.45%,
dividend yield of 2.7% and expected time to exercise of 5.5 years.
(2) All options become exercisable 12 months after the date of grant, except
that exercisability is delayed for an additional 12 months to the extent the
value of incentive stock options (determined as of the date of grant) first
exercisable in a calendar year exceeds $100,000 as to any recipient.

8
<PAGE> 12

The following table presents information concerning exercises of stock
options to purchase Regions' common stock during 1996 and the number and value
of unexercised options and stock appreciation rights (SAR) held by the named
executive officers.

AGGREGATED OPTION/SAR EXERCISES IN 1996

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES AT 12-31-96 AT 12-31-96
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ---------------------- --------------------
<S> <C> <C> <C> <C>
J. Stanley Mackin................. 2,671 $ 74,044 173,575/78,125(1) $3,581,345/713,086
Richard D. Horsley................ 27,900 944,323 74,025/18,125(2) 1,802,761/163,711
Carl E. Jones, Jr................. 6,000 198,989 58,505/18,125(3) 1,249,244/163,711
Sam P. Faucett.................... 0 0 70,505/18,125(4) 1,677,221/163,711
William E. Jordan................. 3,700 120,166 56,425/18,125(5) 1,175,061/163,711
</TABLE>

- ---------------

(1) Of Mr. Mackin's currently exercisable options, none were granted with tandem
SARs.
(2) Of Mr. Horsley's currently exercisable options, 8,800 were granted with
tandem SARs.
(3) Of Mr. Jones' currently exercisable options, 2,080 were granted with tandem
SARs.
(4) Of Mr. Faucett's currently exercisable options, 7,040 were granted with
tandem SARs.
(5) Of Mr. Jordan's currently exercisable options, none were granted with tandem
SARs.

LONG-TERM INCENTIVE PLAN AWARDS IN 1996

The following table presents information concerning the long-term
incentives awarded to Regions' named executive officers.

<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF PERFORMANCE OR NON-STOCK PRICE-BASED PLANS(1)
SHARES, UNITS OTHER PERIOD -------------------------------
OR OTHER UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME RIGHTS(1) OR PAYOUT(2) # # #
- ---- ------------- ---------------- ---------- ------- --------
<S> <C> <C> <C> <C> <C>
J. Stanley Mackin........................ 10,000 3 Years 5,000 10,000 10,000
Richard D. Horsley....................... 5,000 3 Years 2,500 5,000 5,000
Carl E. Jones, Jr........................ 5,000 3 Years 2,500 5,000 5,000
Sam P. Faucett........................... 5,000 3 Years 2,500 5,000 5,000
William E. Jordan........................ 5,000 3 Years 2,500 5,000 5,000
</TABLE>

- ---------------

(1) Each share or right represents performance share awards under the Company's
Long-Term Incentive Plan which are equal in value to the market price of one
share of Regions common stock at the maturation date.

(2) The performance objectives may relate to the specific performance of the
named executive, or the performance of the Company, region, subsidiary, unit
bank, department or function within which the named executive is employed.
The performance objectives established for the current awards relate to the
achievement of specific levels of return on equity by the Company. If at the
end of the performance period the performance objectives have been
satisfied, the named executive will have earned the award, or, at the
discretion of the personnel committee, some percentage or fraction thereof,
if the specified performance objectives are exceeded or satisfied in part.
The performance period generally will be not less than one year or more than
five years. The personnel committee has the discretion to modify the terms
of the Long-term Incentive Plan awards.

RETIREMENT PLANS

The named executive officers are covered by the Regions Financial
Corporation Retirement Plan, a qualified defined benefit retirement plan, as
complimented by retirement compensation agreements pursuant to its supplemental
executive retirement program.

9
<PAGE> 13

The following table shows estimated annual benefits payable at retirement,
including both qualified plan benefits and supplemental benefits, based on
combinations of final compensation and age at retirement.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
AGE AT RETIREMENT
---------------------------------------------------------------
COMPENSATION 55 60 62 63 64 65
- ------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$125,000........................... $ 50,000 $ 62,500 $ 67,500 $ 70,000 $ 72,500 $ 75,000
150,000........................... 60,000 75,000 81,000 84,000 87,000 90,000
175,000........................... 70,000 87,500 94,500 98,000 101,500 105,000
200,000........................... 80,000 100,000 108,000 112,000 116,000 120,000
250,000........................... 100,000 125,000 135,000 140,000 145,000 150,000
300,000........................... 120,000 150,000 162,000 168,000 174,000 180,000
350,000........................... 140,000 175,000 189,000 196,000 203,000 210,000
400,000........................... 160,000 200,000 216,000 224,000 232,000 240,000
450,000........................... 180,000 225,000 243,000 252,000 261,000 270,000
500,000........................... 200,000 250,000 270,000 280,000 290,000 300,000
550,000........................... 220,000 275,000 297,000 308,000 319,000 330,000
600,000........................... 240,000 300,000 324,000 336,000 348,000 360,000
650,000........................... 260,000 325,000 351,000 364,000 377,000 390,000
700,000........................... 280,000 350,000 378,000 392,000 406,000 420,000
750,000........................... 300,000 375,000 405,000 420,000 435,000 450,000
</TABLE>

In 1996, compensation covered by the plans for the five highest paid
executive officers was as follows: Mr. Mackin, $700,000; Mr. Horsley, $262,500;
Mr. Jones, $242,000; Mr. Faucett, $232,000; and Mr. Jordan, $233,000.

Benefits are based on average compensation (limited to base salary) over
the three years prior to retirement, and are payable as a single life annuity
for single participants and a joint and 50% survivor annuity for married
participants. Other forms of payment are available on an actuarially equivalent
basis. Amounts shown are subject to offset for Company-sponsored long-term
disability payments and executive life insurance program cash values exceeding
premiums paid. Benefits are not offset by Social Security benefits. Benefits
will be reduced or eliminated if the participant terminates employment
voluntarily before age 55.

EMPLOYMENT AGREEMENTS

Regions has no employment agreements with any of the named executive
officers.

DIRECTORS' COMPENSATION

In 1996, directors of Regions were paid an annual retainer of $10,000. In
addition, directors are paid a fee of $1,000 for each board meeting attended.
Directors who are chairman of board committees receive $750 and other directors
who are members of board committees receive $600 for each board committee
meeting attended, and half of those amounts for regularly scheduled telephonic
committee meetings. Directors who are employees of the parent company receive no
fees for parent company board membership or attendance at parent company board
or board committee meetings.

In January 1984, the board of directors adopted the Directors' Stock
Investment Plan, a plan designed to provide added incentive to the non-employee
directors of the Company and its subsidiaries and local divisions. As amended in
1991, the plan provides that each participant may contribute to the plan all or
part of the fees payable by the Company. The Company will contribute 25% of the
amount contributed by each director. Both director and Company contributions
will be applied to the purchase of Regions' common stock for the account of the
director. Directors are immediately vested in all amounts held in the plan on
their behalf. Nonemployee directors of the parent company have the option to
participate in a nonqualified deferred plan which operates

10
<PAGE> 14

in a similar manner, except that receipt and taxability of benefits is deferred
until the participant reaches age 65 or terminates as a director.

COMPENSATION AND STOCK OPTION DETERMINATIONS

The determination of executive compensation and the award of stock options
is regularly delegated to the personnel committee of the board of directors. The
Company's directors believe that executive compensation decisions must consider
aggregate compensation, since executive compensation in the financial services
industry typically consists of a variety of elements, tied to an assortment of
long-term and short-term performance objectives.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The personnel committee of the board of directors, consisting in 1996 of
Mr. Boone, Mr. Brewer, Mr. Catesby Jones, and Mr. Styslinger, performs the
functions of a compensation committee. In reaching compensation decisions
concerning executive officers other than Mr. Mackin, the chief executive
officer, the committee took into account discussions with and recommendations by
Mr. Mackin and the Company's senior personnel officer. There is no other
involvement by the Company's executive personnel in the committee's
deliberations. Mr. Mackin did not participate in deliberations and decisions
regarding his own compensation.

PERSONNEL COMMITTEE EXECUTIVE COMPENSATION REPORT

Set forth below is the Executive Compensation Committee Report of the
Personnel Committee.

EXECUTIVE COMPENSATION REPORT

General. Under the direct control of the personnel committee of the board
of directors, the Company has developed and installed compensation policies,
plans, and procedures that seek to enhance the profitability of the Company.
Stockholder value is aligned with the financial interests of the Company's
senior managers as financial goals are set for each year. The Company recognizes
the importance of annual and long-term incentive compensation plans to attract
and retain corporate officers and other key employees who are accordingly
motivated to perform to the best of their abilities. Both forms of incentive
compensation are variable and accordingly reflect corporate, strategic business
unit, and individual performance levels that encourage an explicit and
continuing focus on increasing profitability and stockholder value.

The committee's methodology and approach incorporate both qualitative and
quantitative considerations, which are reflected in the committee's
determinations concerning executive compensation and the specific components
thereof. In particular, the total compensation of the executive officers of the
Company can be divided into the categories of (i) annual base salary, (ii)
annual incentive compensation, and (iii) long-term incentive compensation. In
general, and as set forth in greater detail below, annual base salary is
intended to be comparable with executive base compensation paid by other similar
financial institutions; annual incentive compensation is intended to be tied
quantitatively to the achievement by the Company of pre-determined, objective
financial performance goals; and share-based grants for long-term incentive
compensation are intended to reward the executive recipients with incremental
value commensurate with long-term increases in value of the Company's common
stock. The compensation decisions of the committee relative to the Company's
principal executive officers, including the five officers named above in the
compensation tables, are described below as to each of the three categories.

Base Salary. Annual base salaries are generally set at competitive levels
with similar financial institutions. Specifically the committee considers peer
group comparisons from survey data for other financial companies,
recommendations from an independent compensation consultant, and individual
performance assessments. For executives other than the chief executive officer,
the committee also considers the chief executive officer's recommendations.
While these factors are fully considered and discussed by the committee, the
committee members are not required to express or record the weight they assign
to any particular factor.

11
<PAGE> 15

In each instance the committee members reach a consensus and the committee sets
a base salary level for each executive.

In evaluating and establishing the base salaries of the executive officers,
the committee, in conjunction with its independent compensation consultant,
surveys the base salaries of the corresponding officers of other bank holding
companies in a survey group consisting of approximately 20 companies closest to
Regions in asset size and deposit size, and also including the three other
largest bank holding companies headquartered in Alabama. The committee attempts
to establish the base salaries of the named executive officers such that the
aggregate of their base salaries is targeted to the median point of the
aggregate of the base salaries of the corresponding executive officers of the
companies in the survey group, based on the most recent information available.
Based on year end 1994 information, the information most recently available, the
aggregate of the actual base salaries of Regions named executive officers group
approximated such survey median point.

It should be noted that the survey comparison group is not the same as the
group of companies which make up the NASDAQ Banks Index presented in the
Comparison of Five-year Cumulative Total Return graph included in this proxy
statement. The committee believes the use of a smaller survey group tailored by
asset and deposit size is more valid for salary evaluation purposes, even though
not all the survey companies are included in the NASDAQ Banks Index, and even
though numerous companies included in the NASDAQ Banks Index are not included in
the survey group.

Based on the survey comparison, advice of an independent compensation
consultant, recommendations from the chief executive officer, and an inherently
subjective assessment of the comparative contributions of the executive
personnel to the Company's continued financial and operating success, the 1996
base salaries for the other named officers were determined by the committee,
subject to ratification by the full board of directors. The personnel committee
reviewed their individual recommendations regarding each named officer with the
board of directors and secured full board approval, prior to applying base
salary adjustments for this group at the beginning of 1996.

Annual Incentive Compensation. In the first quarter of 1996, the personnel
committee approved the Company's 1996 annual performance goals, as prepared by
the Company's comptroller, and as used for the purpose of determining potential
annual incentive compensation for the executive officers. The performance goals
were quantitative in nature, resulting in an incentive plan formula that was
weighted towards their overall importance in attaining the Company's annual
profit plan, and focused on the accomplishment of financial objectives, before
certain nonrecurring items, in the areas of: Net Income Before Securities
Transactions, Return on Assets, Return on Equity, Efficiency Ratio; and,
exclusive of acquisition related growth, Average Loan Growth, and Average Core
Deposit Growth. With record earnings in 1996, the Company exceeded maximum
levels in all Company performance goals except the Efficiency Ratio goal, as to
which the threshold level was not achieved, and exceeded threshold levels in the
large majority of business unit performance goals. Based on the various levels
of goal achievement, the chief executive and the other named officers received
cash incentive awards as a formula driven percentage of 1996 base salary levels.

Long Term Incentive Compensation. During 1996, the personnel committee
evaluated the merits of granting the chief executive officer, the named officers
and other key employees, further awards under the Company's 1991 Long-Term
Incentive Plan (LTIP). The 1991 LTIP provides the flexibility to grant long-term
incentives in a variety of forms, including stock options, performance shares
and restricted stock. With respect to stock-based compensation, the personnel
committee placed relatively more reliance on the advice of the Company's
independent consultant than in the cases of base salary and non stock-based
compensation. As intended with the establishment of the 1991 LTIP, the committee
believes that it is highly desirable to increase management's equity ownership
interest in the Company. The committee further believes that its initial 1991
awards under the LTIP successfully focused and committed the Company's
management on building profitability and stockholder value. The primary purpose
of LTIP awards is to encourage management members to take long-term steps to
achieve and sustain Return on Equity objectives. Accordingly, the committee
further awarded LTIP grants during 1996.

In establishing the LTIP awards for the named officers, senior management
and other key employees, the committee reviewed with the chief executive officer
the recommended individual awards, considering the

12
<PAGE> 16
scope of accountability, financial goals, and anticipated performance
requirements and contributions expected of each participant. The committee also
took into account the number and size of LTIP awards and stock options already
held by executive officers considered for additional awards.

Compensation of Chief Executive Officer. In deliberating the compensation
of the Chief Executive Officer, the committee adheres to the same basic
methodology and approach applied to executive compensation generally.
Accordingly, the base salary determination reflects the peer group survey
comparison described above, the annual incentive compensation is based on an
objective formula and tied to the Company's achievement of pre-determined,
quantitative financial goals, and the realization of long-term incentive
compensation, by its nature, is aligned with the realization of long-term
stockholder value.

In addition, the committee, in deliberating the chief executive officer's
compensation, takes into account other factors. For example, special
consideration was given to the Company's superior earnings record since his
appointment, and the consistent successes of the Company's acquisition program,
including the assimilation of the institutions acquired. Consideration was also
given to the chief executive officer's personal job performance, the Company's
profitable growth record, as well as expectations of his anticipated
contributions to the Company's future. The weight and significance accorded to
these special factors in the committee's deliberations are intrinsically
subjective, and thus their bearing on the committee's ultimate compensation
determinations cannot be quantified.

LTIP awards for the chief executive officer were set separately and
independently of his participation, based on ownership and total compensation
objectives that reflected data from selected peer companies, his total
compensation, and the committee's perception of his past and expected
contributions to the Company's attainment of its long-term performance goals.

The committee's base salary recommendation for the chief executive officer
was reviewed and approved by the full board of directors.

Summary. The personnel committee of the board of directors remains
dedicated to ensuring that the Company's overall compensation program for its
executive officers, senior management and other key employees is properly
designed to:

-- Attract, motivate, and retain outstanding contributors;
-- Maintain a base salary structure that is competitive in the Company's
marketplace;
-- Link annual incentive awards with specific performance targets that
yield superior results; and
-- Provide long-term incentive awards that couple management ownership with
stockholder value.

Section 162(m) of the Internal Revenue Code imposes certain limitations on
the deductibility by the Company for federal income tax purposes of compensation
amounts paid to highly paid executives. The committee is aware of the potential
effects of sec. 162(m) of the Internal Revenue Code. The committee has concluded
that ensuring deductibility under sec. 162(m) is not as important as structuring
incentive compensation based on methodology and factors it deems appropriate.
The committee has chosen not to distort its methodology and application of the
factors it believes pertinent so as to ensure that all executive compensation is
deductible under sec. 162(m). While the committee intends that the Company's
compensation plans will meet, to the extent practical, the prerequisites for
deductibility under sec. 162(m), if it develops that a portion of the
compensation of one or more executive officers is not deductible under
sec. 162(m), then the committee expects that Regions would honor its obligations
to the executive officers under the compensation arrangements approved by the
committee.

13
<PAGE> 17

The personnel committee will continue to review and evaluate compensation
programs at least annually. When and where appropriate, the committee will
consult with independent compensation consultants, legal advisors, and Regions'
public accounting firm with respect to the proper design of the program toward
achieving Company objectives as set forth by the chief executive officer and the
board of directors.

This report furnished by:
James B. Boone, Jr. (Chairman)
Albert P. Brewer
Catesby ap C. Jones
Lee J. Styslinger, Jr.

FINANCIAL PERFORMANCE

Set forth below is a graph comparing the yearly percentage change in the
cumulative total return of Regions' common stock against the cumulative total
return of the S & P 500 Index and the NASDAQ Banks Index for the past five
years. This presentation assumes that the value of the investment in Regions'
common stock and in each index was $100 and that all dividends were reinvested.

REGIONS FINANCIAL CORPORATION

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

<TABLE>
<CAPTION>
MEASUREMENT PERIOD NASDAQ BANK
(FISCAL YEAR COVERED) REGIONS INDEX S&P 500
<S> <C> <C> <C>
12/31/91 100.00 100.00 100.00
12/31/92 125.24 145.55 107.62
12/31/93 127.00 165.99 118.47
12/31/94 126.16 165.38 120.03
12/31/95 181.02 246.32 165.13
12/31/96 224.00 325.60 202.89
</TABLE>

14
<PAGE> 18

OTHER TRANSACTIONS

Directors and officers of Regions and their associates were customers of,
and had transactions with, the affiliate banks in the ordinary course of
business during 1996; additional transactions may be expected to take place in
the ordinary course of business. Included in such transactions are outstanding
loans and commitments from the affiliate banks, all of which were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and did
not involve more than the normal risk of collectibility or present other
unfavorable features.

Regions retained during 1996 and prior years and proposes to retain in the
future on behalf of the Company or certain of its subsidiaries the law firms
Lange, Simpson, Robinson, & Somerville, of which director Henry E. Simpson is a
partner; and Boles, Boles & Ryan, of which director William R. Boles, Sr., is a
partner. During 1996, the Company or its subsidiaries paid legal fees of
$1,767,093 to the firm of Lange, Simpson, Robinson & Somerville, and $149,867 to
the firm of Boles, Boles & Ryan.

AMENDMENTS TO THE CERTIFICATE OF INCORPORATION

The Board of Directors has proposed two amendments to the Certificate of
Incorporation, described below. The proposals will be voted upon separately, and
adoption of either proposed amendment is not conditioned upon adoption of the
other.

INCREASE IN AUTHORIZED COMMON STOCK

The Board of Directors has proposed an amendment to Item Fourth of the
Certificate of Incorporation of the Company to increase the number of authorized
shares from 120,000,000 to 240,000,000. The Board of Directors has approved a 2
for 1 stock split, subject to approval and effectiveness of the proposed
amendment. If the increase in the number of authorized shares is approved,
Regions expects to effect the 2 for 1 stock split on June 1, 1997. If the
increase in the number of authorized shares is not approved, there will not be a
sufficient number of authorized shares to accomplish the stock split and it will
be abandoned.

The newly authorized but unissued shares, along with the presently
authorized and unissued shares, will be available for issuance at the discretion
of the Board of Directors. No stockholder approval is required for the issuance
of authorized but unissued shares of common stock. Stockholders have no
preemptive rights to subscribe for any of the shares which may be issued by the
Company from time to time. Unissued shares of common stock will be available at
the discretion of the Board of Directors for future stock dividends, for
acquisition of banks or bank related companies, for issuance upon exercise of
stock options or to raise additional capital in public or private sales.

On March 17, 1997, there were 66,435,634 shares issued and outstanding of
the 120,000,000 shares of stock currently authorized, and no shares held in
treasury.

Regions has pending four acquisitions which call for the issuance of
Regions Common Stock upon consummation, as follows:

<TABLE>
<CAPTION>
INSTITUTION TO BE ACQUIRED NUMBER OF SHARES
-------------------------- ----------------
(SUBJECT TO POSSIBLE ADJUSTMENT)
<S> <C>
Gulf South Bancshares, Inc., located in Gretna,
Louisiana............................................... 187,863
First Bankshares, Inc., located in East Point, Georgia.... 335,628
SB&T Corporation, located in Smyrna, Georgia.............. 510,322
The New Iberia Bancorp, Inc., located in New Iberia,
Louisiana............................................... 1,079,995
</TABLE>

Other than these pending transactions, the Board of Directors has no
present plans, agreements, or commitments to issue authorized but unissued
Common Stock.

The Board of Directors believes that the amendment to increase the number
of authorized shares is advisable in order to give the Company additional
flexibility in the acquisition of financial institutions and

15
<PAGE> 19

related businesses, and in consideration of transactions such as stock splits
and stock dividends. The affirmative vote of holders of 75% of the outstanding
shares is necessary to adopt this amendment to Item Fourth of the Certificate of
Incorporation.

The text of the proposed amendment to the Certificate of Incorporation is
set forth in Exhibit A to this proxy statement.

The Board of Directors recommends a vote "FOR" the amendment to Item Fourth
of the Certificate of Incorporation under "Item 2" on the proxy card.

AUTHORIZATION OF A CLASS OF PREFERRED STOCK

The Board of Directors also has proposed a further amendment to Item Fourth
of the Certificate of Incorporation which would authorize a class of 5,000,000
shares of preferred stock ("Preferred Stock"). The full text of the proposed
amendment is set forth in Exhibit A to this proxy Statement. If the new class of
Preferred Stock is approved by stockholders, the Board of Directors will,
without further action by the stockholders, unless otherwise required by law or
stock exchange rules, be empowered to authorize the issuance, in one or more
series, of up to 5,000,000 shares of Preferred Stock at such time, for such
purposes and for such consideration as it may deem desirable. The Board of
Directors will also be authorized to provide for the issuance of the Preferred
Stock from time to time in series and to fix before issuance the designations,
preferences and relative rights, qualifications and limitations of each series.

Regions has no current plans to issue any of the Preferred Stock, but seeks
this authorization to provide additional flexibility in planning its capital
structure. The authority to issue Preferred Stock and to fix the terms of each
series at the time of the issuance affords Regions the ability to offer a
broader choice of securities and more flexibility in financing.

Regions anticipates acquisitions when suitable opportunities develop. The
Preferred Stock may be issued for any proper corporate purposes, including
financing acquisitions and obtaining funds for capital expenditures.

Each series of Preferred Stock could, as determined by the Board of
Directors at the time of issuance, rank, in respect of dividends, redemption and
liquidation, senior to the common stock. The proposed amendment will authorize
the Board of Directors to determine, among other things, with respect to each
series which may be issued:

(i) the dividend rate, conditions and time of accrual and the dividend
preference, if any, in respect of the common stock and among the series of
Preferred Stock;

(ii) whether dividends would be cumulative and, if so the date from
which dividends on each such series would accumulate;

(iii) whether, and to what extent, the holders of one or more series
of Preferred Stock would enjoy voting rights in addition to those
prescribed by law, if any;

(iv) whether, and upon what terms, the Preferred Stock would be
convertible into or exchanged for shares of any other class (including
Common Stock) or any other series of the same class;

(v) whether, and upon what terms, the Preferred Stock would be
redeemable, and the preference, if any, to which the Preferred Stock would
be entitled in the event of voluntary liquidation, dissolution or
winding-up of Regions; and

(vi) whether or not a sinking fund would be provided for the
redemption of the Preferred Stock and, if so, the terms and conditions
thereof.

With regard to dividends, redemption and liquidation, any particular series
of Preferred Stock may rank junior to, on a parity with, or senior to any other
series of Preferred Stock. The Preferred Stock will not have preemptive rights.
The Preferred Stock may not have voting rights greater than one vote per share,
when voting as a class with the holders of Common Stock and will not be entitled
to vote separately as a class except

16
<PAGE> 20

where the Preferred Stock is adversely affected or for the election of directors
after default in the payment of dividends on Preferred Stock.

If the proposed amendment is adopted, the board of directors may issue the
shares of Preferred Stock in its discretion without further stockholder action,
and it is not the present intention of the Board of Directors to seek
stockholder approval prior to any such issuance, unless otherwise required by
law or stock exchange rules. Frequently, opportunities arise that require prompt
action and it is the belief of the Board of Directors that the delay
necessitated for stockholder approval of a specific issuance of shares of
Preferred Stock would be, in some circumstances, to the detriment of Regions and
its stockholders. There are no present agreements, commitments, or
understandings with regard to issuance of Preferred Stock.

It is not possible to state the actual effect of any issuance of preferred
stock upon the rights of holders of common stock until the Board of Directors
determines the rights of the holders of a series of Preferred Stock. However,
such effects might include (i) restrictions on common stock dividends if
Preferred Stock dividends have not been paid; (ii) dilution of the voting power
of the common stock to the extent that the Preferred Stock has voting rights;
(iii) dilution of the equity interest of the common stock if Preferred Stock is
convertible into common stock; or (iv) not being entitled to share in Regions'
assets upon liquidation until satisfaction of any liquidation preference granted
the Preferred Stock.

Under existing state and federal securities laws, it is permissible for a
purchaser to acquire any proportion of the outstanding stock of a publicly held
company such as Regions. In the event of a non-negotiated acquisition of a
substantial percentage of the company's stock, either by tender offer, open
market purchases, or otherwise, the availability of authorized but unissued
shares of common or preferred stock would enable the Company to make the
acquisition of control more difficult by issuing shares into "friendly" hands;
or by issuing preferred stock with voting, conversion, or other rights which
might dilute the acquiror's stockholdings. For this reason, the authorization of
preferred shares might be perceived to have potential "anti-takeover" effects.
Neither the Board nor management is considering the use of preferred stock for
such purposes and they are not aware of any present effort to accumulate the
Company's securities for the purpose of gaining control of the Company. The
Board and management represent that they will not issue, without prior
stockholders' approval, preferred stock (i) for any defensive or anti-takeover
purpose, (ii) to implement any stockholders' rights plan, or (iii) with features
intended to make any attempted acquisition of the Company more difficult or
costly. No preferred stock will be issued to any individual or group for the
purpose of creating a block of voting power to support management on a
controversial issue. Therefore, the Board and management believe that, as
structured, the authorization of preferred stock is in the best interest of
stockholders and the Company since it could not disproportionately affect the
voting power of existing stockholders, is consistent with corporate governance
principles, and will enable the Company to take advantage of financing
alternatives at lower effective cost.

Affirmative vote of holders of 75% of the outstanding shares is necessary
to adopt this amendment to Item Fourth of the Certificate of Incorporation.

The Board of Directors recommends that shareholders vote "FOR" the adoption
of this proposed amendment to the Certificate of Incorporation authorizing
Preferred Stock under "Item 3" on the proxy card.

FINANCIAL INFORMATION

The following financial statements and other financial information, which
are set forth in the accompanying annual report to stockholders, are
incorporated herein by reference:

Report of Independent Accountants.

Consolidated Statements of Condition -- December 31, 1996 and 1995.

Consolidated Statements of Income -- Years ended December 31, 1996,
1995 and 1994.

Consolidated Statements of Changes in Stockholders' Equity -- Years
ended December 31, 1996, 1995 and 1994.

17
<PAGE> 21

Consolidated Statements of Cash Flows -- Years ended December 31,
1996, 1995 and 1994.

Notes to Consolidated Financial Statements -- Three years ended
December 31, 1996.

Management's Discussion and Analysis of Financial Condition and
Results of Operations.

INDEPENDENT AUDITORS

The audit committee has selected the accounting firm of Ernst & Young LLP
to serve as the principal auditors for the Company for the current year. The
firm of Ernst & Young LLP also served as Regions' principal auditor during 1996.
A representative of the firm will be present at the stockholders' meeting to
make a statement if he so desires and to respond to appropriate questions from
stockholders.

PROPOSALS OF STOCKHOLDERS

Proposals by stockholders intended to be presented at Regions 1998 annual
meeting of stockholders must be received by Regions not later than December 2,
1997, for consideration for possible inclusion in the proxy statement relating
to that meeting.

OTHER BUSINESS

Regions does not know of any business to be presented for action at the
meeting other than those items listed in the notice of the meeting and referred
to herein. If any other matters properly come before the meeting or any
adjournment thereof, it is intended that the proxies will be voted in respect
thereof in accordance with the recommendations of the board of directors.

By Order of the Board of Directors

SIG

Samuel E. Upchurch, Jr.
Corporate Secretary

Dated April 1, 1997

18
<PAGE> 22

EXHIBIT A

FOURTH. The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is Two Hundred Forty Five million
(245,000,000) of which Two Hundred Forty Million (240,000,000) shares are to be
common stock (hereinafter called the "Common Stock"), of a par value of
sixty-five and one half cents ($.625) each, and Five Million (5,000,000) shares
are to be Preferred Stock (hereinafter called the "Preferred Stock") of the par
value of one dollar ($1) each.

1. Authority is hereby expressly granted to the Board of Directors
from time to time to issue the Preferred Stock, for such consideration and
on such terms as it may determine, as Preferred Stock of one or more series
and in connection with the creation of any such series to fix by the
resolution or resolutions providing for the issue of shares thereof the
designation, powers and relative participating, optional, or other special
rights of such series, and the qualifications, limitations, or restrictions
thereof. Such authority of the Board of Directors with respect to each such
series shall include, but not limited to, the determination of the
following:

(a) the distinctive designation of, and the number of shares
comprising, such series, which number may be increased (except where
otherwise provided by the Board of Directors in creating such series) or
decreased (but not below the number of shares thereof than outstanding)
from time to time by like action of the Board of Directors;

(b) the dividend rate or amount for such series, the conditions and
dates upon which such dividends shall be payable, the relation which
such dividends shall bear to the dividends payable on any other class or
classes or any other series of any class or classes of stock, and
whether such dividends shall be cumulative, and if so, free which date
or dates for such series;

(c) whether or not the shares of such series shall be subject to
redemption by the Corporation and the time, prices, and other terms and
conditions of such redemption;

(d) whether or not the shares of such series shall be subject to
the operation or a sinking fund or purchase fund to be applied to the
redemption or purchase of such shares and if such a fund be established,
the amount thereof and the terms and provisions relative to the
application thereof;

(e) whether or not the shares of such series shall be convertible
into or exchangeable for shares of any other class or classes, or of any
other series of any class or classes, of stock of the Corporation and if
provision be made for conversion or exchange, the times, prices, rates,
adjustments, and other terms and conditions of such conversion or
exchange;

(f) whether or not the shares of such series shall have voting
rights, in addition to the voting rights provided by law, and if they
are to have such additional voting rights, the extent thereof, provided
that the holders of shares of the Preferred Stock will not be entitled
to more than the lesser of: (i) one vote per $100 liquidation value or
(ii) one vote per share, when voting as a class with the holders of the
shares of Common Stock, and will not be entitled to vote separately as a
class except where the Preferred Stock is adversely affected or for the
election of directors after default in the payment of dividends on
Preferred Stock;

(g) the rights of the shares of such series in the event of any
liquidation, dissolution, or winding up of the Corporation or upon any
distribution of its assets; and

(h) any other powers, preferences, and relative, participating,
optional, or other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof, to the full extent
now or hereafter permitted by law and not inconsistent with the
provisions hereof.

2. Authority is hereby expressly granted to the Board of Directors
from time to time to issue any authorized but unissued shares of Common
Stock for such consideration and on such terms as it may determine.

3. All shares of any one series of Preferred Stock shall be identical
in all respects except as to the dates from which dividends thereon may be
cumulative. All series of the Preferred Stock shall rank

A-1
<PAGE> 23

equally and be identical in all respects except as otherwise provided in
the resolution or resolutions providing for the issue of any series of
Preferred Stock.

4. Whenever dividends upon the Preferred Stock at the time
outstanding, to the extent of the preference to which such stock is
entitled, shall have been paid in full or declared and set apart for
payment for all past dividend periods, and after the provisions for any
sinking or purchase fund or funds for any series of Preferred Stock shall
have been complied with, the Board of Directors may declare and pay
dividends on the Common Stock, payable in cash, stock or otherwise, and the
holders of shares of Preferred Stock shall not be entitled to share
therein, subject to the provisions of the resolution or resolutions
creating any series of Preferred Stock.

5. In the event of any liquidation, dissolution, or winding up of the
Corporation or upon the distribution of the assets of the Corporation or
upon the distribution of the assets of the Corporation remaining, after the
payment to the holders of the Preferred Stock of the full preferential
amounts to which they shall be entitled as provided in the resolution or
resolutions creating any series thereof, the remaining assets of the
Corporation shall be divided and distributed among the holders of the
Common Stock ratably, except as may otherwise be provided in any such
resolution or resolutions. Neither the merger or consolidation of the
Corporation with another corporation nor the sale or lease of all or
substantially all the assets of the Corporation shall be deemed to be a
liquidation, dissolution, or winding up of the Corporation or a
distribution of its assets.

6. Except as otherwise required by law or provided by a resolution or
resolutions of the Board of Directors creating any series of Preferred
Stock, the holders of Common Stock shall have the exclusive power to vote
and shall have one vote in respect of each share of such stock held by them
and the holders of Preferred Stock shall have no voting power whatsoever.
Except as otherwise provided in such a resolution or resolutions, the
number of authorized shares of the Preferred Stock may be increased or
decreased by the affirmative vote of the holders of a majority of the
outstanding shares of capital stock of the Corporation entitled to vote.

7. No holder of Preferred Stock or Common Stock of the Corporation
shall have any preemptive right as such holder (other than such right, if
any, as the Board of Directors in its discretion may by resolution,
determine pursuant to this Article Fourth) to purchase, subscribe for or
otherwise acquire any shares of stock of the Corporation of any class now
or hereafter authorized, or any securities convertible into or exchangeable
for any such shares, or any warrants or any instruments evidencing rights
or options to subscribe for, purchase or otherwise acquire any such shares,
whether such shares, securities, warrants or other instruments are now, or
shall hereafter be, authorized, unissued or issued and thereafter acquired
by the Corporation.

A-2
<PAGE> 24
APPENDIX

REGIONS FINANCIAL CORPORATION
P.O. Box 10247
Birmingham, Alabama 35202-0247

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints J. Stanley Mackin and Richard D.
Horsley, and each of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes each to represent and to vote, as designated
on the reverse side, all the shares of common stock of Regions Financial
Corporation ("Regions") held of record by the undersigned on March 17, 1997, at
the Annual Meeting of stockholders to be held May 14, 1997, or any adjournment
thereof. This card also constitutes voting instructions for all shares
beneficially owned and votable, if any, by the undersigned as a participant in
the Regions Financial Corporation Dividend Reinvestment Plan, Employee Stock
Purchase Plan, Employee Profit Sharing Plan and/or Directors Stock Investment
Plan and held of record by the administrators and trustees of such Plans. IF
NO DIRECTION IS MADE AS TO THE MANNER OF VOTING, THE PROXY WILL BE VOTED FOR
THE ELECTION OF DIRECTORS AND IN FAVOR OF ITEMS 2 AND 3.

Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of Regions at
the meeting of the stockholder's decision to terminate this proxy, then this
proxy shall be deemed terminated and of no further force and effect. This
proxy may also be revoked by submission of a properly executed subsequently
dated proxy or by written notice to Regions for receipt prior to the Annual
Meeting.

- --------------------------------------------------------------------------------

FOLD AND DETACH HERE
<PAGE> 25

<TABLE>
[X] Please mark your
votes as in this example.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN ITEM 1 AND IN FAVOR OF ITEMS 2 AND 3.

<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
FOR WITHHELD To elect the live nominees for director 2. Amendment of Certificate of [ ] [ ] [ ]
1. Election of [ ] [ ] of Regions listed below: Incorporation increasing
Directors Authorized Common Stock.

For, except vote withheld from James B. Boone, Jr., Albert P. Brewer,
the following nominee(s): James S.M. French, Richard D. Horsley, 3. Amendment of Certificate of [ ] [ ] [ ]
J. Stanley Mackin Incorporation Establishing a
Class of Preferred Stock.

- ------------------------------- 4. In their discretion on such other business as may
properly come before the meeting or any adjournments
thereof.

Please sign exactly as your name appears on this card.
When signing as attorney, executor, administrator,
trustee or guardian, please give full title. If
shares are held jointly, each holder must sign.

Please complete, date, sign and mail this proxy
promptly in the enclosed psotage-prepaid envelope.

----------------------------------------------------

1997
----------------------------------------------------
SIGNATURE(S) DATE

- ----------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE

</TABLE>