REGIONS FINANCIAL CORP
S-4, 1998-07-02
NATIONAL COMMERCIAL BANKS
Previous: ESCALADE INC, PREM14A, 1998-07-02
Next: STAR BANC CORP /OH/, 8-K, 1998-07-02



<PAGE>   1

      As filed with the Securities and Exchange Commission on July 2, 1998
                                                           Registration No. 333-
- --------------------------------------------------------------------------------
                       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) 326-7100
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)
                             ----------------------
                             Samuel E. Upchurch, Jr.
                     General Counsel and Corporate Secretary
                              417 North 20th Street
                              Birmingham, AL 35203
                                 (205) 326-7860
                (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                NEIL E. GRAYSON
   LANGE, SIMPSON, ROBINSON &              ALSTON & BIRD LLP            NELSON MULLINS RILEY
           SOMERVILLE LLP           601 PENNSYLVANIA AVENUE, N.W.         & SCARBOROUGH, L.L.P.
417 NORTH 20TH STREET, SUITE 1700    NORTH BUILDING, SUITE 250         999 PEACHTREE STREET, NE
       BIRMINGHAM, AL 35203             WASHINGTON, D.C. 20004          ATLANTA, GEORGIA  30309
         (205) 250-5000                   (202) 508-3303                   (404) 817-6113
</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                      990,059                 $39.59999             39,206,327                   11,565.87

==========================================================================================================================
</TABLE>

*Calculated in accordance with Rule 457(f), based on the average of the bid and
asked prices of common stock of the company to be acquired of $24.75, as quoted
in the over-the-counter market on June 29, 1998.

<PAGE>   2

     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>   3

Dear First Community Banking Services, Inc. Stockholder:

     You are cordially invited to attend the Special Meeting of Stockholders of
First Community Banking Services, Inc. ("First Community") to be held at First
Community's main office, located at 300 South Peachtree Parkway, Peachtree City,
Georgia 30269, on _______, 1998, at _______:00 p.m., local time, notice of which
is enclosed.

     At the Special Meeting, you will be asked to consider and vote on a
proposal to approve an Agreement and Plan of Merger, dated as of February 10,
1998 (the "Agreement"), entered into with Regions Financial Corporation
("Regions") pursuant to which First Community will merge (the "Merger") with and
into Regions and Regions as successor to First Community will continue the
banking operations of First Community's banking subsidiary through Regions'
subsidiaries. Upon consummation of the Merger, each share of First Community
common stock issued and outstanding (excluding certain shares held by First
Community, Regions, or their respective subsidiaries and excluding all shares
held by stockholders who perfect their dissenters' rights) will be converted
into .625 of a share of Regions common stock, subject to possible adjustment as
described in the accompanying Proxy Statement/Prospectus, with cash to be paid
in lieu of any fractional share interest.

     The accompanying Proxy Statement/Prospectus includes a description of the
proposed Merger and provides other 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
recommended by the Board to you for approval. Each member of the Board of
Directors of First Community has agreed to vote those First Community shares
over which such member 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 First Community stockholders
and approval of the Merger by various regulatory agencies.

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

     It is important to understand that approval of the Agreement requires the
affirmative vote of a majority of the outstanding shares of common stock of
First Community entitled to vote at the Special Meeting, not just a majority of
the votes cast. Consequently, a failure to vote will have the same effect as a
vote against the Agreement.

     Accordingly, 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 First Community, and your vote on this matter is of great
importance. On behalf of the Board of Directors, I urge you to vote for approval
of the Merger by marking the enclosed proxy card "FOR" Item One.

                                    Sincerely,


                                    Ira P. Shepherd
                                    President and Chief Executive Officer


<PAGE>   4


                     FIRST COMMUNITY BANKING SERVICES, INC.
           300 SOUTH PEACHTREE PARKWAY, PEACHTREE CITY, GEORGIA 30269
                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

                            TO BE HELD _______, 1998


     Notice is hereby given that a Special Meeting of Stockholders (the "Special
Meeting") of First Community Banking Services, Inc. ("First Community"), a bank
holding company, will be held at First Community's main office, located at 300
South Peachtree Parkway, Peachtree City, Georgia 30269 on _______, 1998, at
_______:00 p.m., local time, for the following purposes:

     1. Merger. To consider and vote on the Agreement and Plan of Merger, dated
as of February 10, 1998 (the "Agreement"), by and between First Community and
Regions Financial Corporation ("Regions") pursuant to which (i) First Community
will merge with and into Regions with Regions as the surviving corporation (the
"Merger") and (ii) each share of First Community common stock (excluding certain
shares held by First Community, Regions, or their respective subsidiaries and
excluding all shares held by stockholders who perfect their dissenters' rights)
will be converted into .625 of a share of Regions common stock, subject to
possible adjustment, with cash to be paid in lieu of any remaining fractional
share interest, all as described more fully in the accompanying Proxy
Statement/Prospectus; and

     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 _______, 1998, are
entitled to receive notice of and to vote at the Special Meeting or any
adjournment or postponement thereof.

     Stockholders of First Community 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 applicable law, which are attached to the accompanying
Proxy Statement/Prospectus as Appendix C.

     The Board of Directors of First Community unanimously recommends that
holders of First Community common stock vote FOR the proposals listed above.

     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
First Community an instrument of revocation or a duly executed proxy bearing a
later date or by electing to vote in person at the Special Meeting.

                                    By Order of the Board of Directors



                                    Joseph S. Black
                                    Corporate Secretary


_______, 1998



<PAGE>   5


FIRST COMMUNITY BANKING SERVICES, INC.             REGIONS FINANCIAL CORPORATION
         PROXY STATEMENT                                     PROSPECTUS
 FOR SPECIAL MEETING OF STOCKHOLDERS                        COMMON STOCK
     TO BE HELD _______, 1998                             (PAR VALUE $.625)
                                                            _______ SHARES


     This Proxy Statement/Prospectus constitutes a Prospectus of Regions
Financial Corporation, a regional bank holding company organized and existing
under the laws of the state of Delaware ("Regions"), and relates to the shares
of its common stock, par value $.625 per share ("Regions Common Stock"), which
are issuable to the stockholders of First Community Banking Services, Inc., a
bank holding company organized and existing under the laws of the state of
Georgia ("First Community") upon consummation of the proposed merger (the
"Merger") described herein, by which First Community will merge with and into
Regions pursuant to the terms of an Agreement and Plan of Merger, dated as of
February 10, 1998, by and between Regions and First Community (the "Agreement").

     On the date and at the time that the Merger becomes effective (the
"Effective Time"), except as otherwise described herein, (i) First Community
will merge with and into Regions with Regions as the surviving corporation and
(ii) each outstanding share of the $1.00 par value common stock of First
Community ("First Community Common Stock") will be converted into .625 of a
share of Regions Common Stock, subject to possible adjustment (the "Exchange
Ratio"), with cash to be paid in lieu of any fractional share interest. 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 First Community will
cease and Regions as successor to First Community will continue the banking
operations of First Community's banking subsidiary through Regions'
subsidiaries. For a further description of the terms of the Merger, see
"Description of the Transaction."

     The Exchange Ratio is subject to a possible upward adjustment under certain
circumstances relating to the price of Regions Common Stock over a specified
period, in relation to a floor of $31.25 per share of Regions Common Stock and
to a weighted average price of 17 specified bank holding companies (the "Index
Group") over the same period. Under certain circumstances, described more fully
under the caption "Description of the Transaction--Possible Adjustment of
Exchange Ratio," the Board of Directors of First Community is permitted to
terminate the Agreement, in which case Regions may avoid such termination by
increasing the Exchange Ratio as provided in the Agreement. This adjustment
mechanism is intended to provide to the holders of First Community Common Stock
partial protection against a decline in value of Regions Common Stock to a per
share amount below the lesser of (i) $31.25 or (ii) the amount that would
reflect a price performance of Regions Common Stock that is 15% below the price
performance of the Index Group.

     In making its determination of whether to terminate the Agreement, the
Board of Directors of First Community (the "First Community Board") would take
into account, consistent with its fiduciary duties, all relevant facts and
circumstances that exist at such time, including, without limitation,
information concerning the business, financial condition, results of operations,
and prospects of Regions (including the recent performance of Regions Common
Stock, the historical financial data of Regions, customary statistical
measurements of Regions' financial performance, and the future prospects for
Regions Common Stock following the Merger), and the advice of its financial
advisors and legal counsel. If the First Community Board were to elect to
terminate the Agreement, Regions would then determine whether to proceed with
the Merger at the higher Exchange Ratio. In making this determination, the
principal factors Regions would 

<PAGE>   6

consider include the projected effect of the Merger on Regions' pro forma
earnings per share and whether Regions' assessment of First Community's earning
potential as part of Regions justifies the issuance of an increased number of
Regions' shares. See "Description of the Transaction--Possible Adjustment of
Exchange Ratio."

     Regions is under no obligation to adjust the Exchange Ratio. Moreover, even
if the value of Regions Common Stock declines to an amount below the specified
floor and thereby triggers First Community's right to terminate the Agreement,
the First Community Board may elect to consummate the Merger without terminating
the Agreement, notwithstanding approval of the Agreement by the holders of First
Community Common Stock.

     This Proxy Statement/Prospectus also constitutes a Proxy Statement of First
Community and is being furnished to the stockholders of First Community in
connection with the solicitation of proxies by the Board of Directors of First
Community for use at its special meeting of stockholders, including any
adjournment or postponement thereof (the "Special Meeting"), to be held on
_______, 1998, to consider and vote on the proposed Merger and related matters.
This Proxy Statement/Prospectus and the accompanying proxy card are first being
mailed to stockholders of First Community on or about _______, 1998.


   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 _______, 1998.


                                       2

<PAGE>   7

                              AVAILABLE INFORMATION

     Regions and First Community are subject to the reporting requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, file 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 Room 1024, 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 Citicorp Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. The SEC also maintains a site on
the World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC, including Regions and First Community.

     This Proxy Statement/Prospectus constitutes part of the Registration
Statement on Form S-4 of Regions (including any exhibits and amendments thereto,
the "Registration Statement") filed 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 First Community. 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 First Community 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 First
Community was supplied by First Community.


                       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, 1997;

     2. Regions' Quarterly Report on Form 10-Q for the three months ended March
31, 1998;



                                       2
<PAGE>   8

     3. Regions' Current Report on Form 8-K dated February 8, 1998, and filed
with the SEC on February 9, 1998; 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, 1997,
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 those portions of the Regions Annual Report to Stockholders
captioned "Financial Summary & Review 1997," "Financial Statements and Notes,"
and "Historical Financial Summary" are incorporated herein. Other portions of
the Regions 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 First Community
pursuant to the Exchange Act are hereby incorporated by reference herein:

     1. First Community's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997, as amended;

     2. First Community's Quarterly Reports on Form 10-QSB for the three months
ended March 31, 1998;

     3. First Community's Current Report on Form 8-K filed with the SEC on March
3, 1998.

     All documents filed by Regions and First Community 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, 417 North 20th Street, Birmingham, Alabama 35203 (telephone (205)
326-7090), and if filed by First Community, from Mark B. Kearsley, First
Community Banking Services, Inc., 300 South Peachtree Parkway, Peachtree City,
Georgia 30269 (telephone (770) 631-2265). In order to ensure timely delivery of
the documents, any request should be made by _______, 1998.


           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

     This Proxy Statement/Prospectus, documents incorporated by reference
herein, or any other written or oral statements made by or on behalf of Regions
may include forward-looking statements which reflect Regions' current views with
respect to future events and financial performance. Such forward-looking
statements are subject to certain uncertainties and other factors that may cause
actual results to differ 


                                       3
<PAGE>   9

materially from the views, beliefs, and projections expressed in such
statements. These uncertainties and other factors include, but are not limited
to, uncertainties relating to business and economic conditions, the financial
services industry, and Regions. The words "believe", "expect", "anticipate",
"project", and similar expressions signify forward-looking statements. Readers
are cautioned not to place undue reliance on any forward-looking statements made
by or on behalf of Regions. Any such statement speaks only as of the date the
statement was made. Regions undertakes no obligation to update or revise any
forward-looking statements.

     More specifically, Regions' current report on Form 8-K filed with the SEC
on February 9, 1998, pertaining to the merger of Regions and First Commercial
Corporation (the "First Commercial Acquisition"), includes certain
forward-looking statements regarding each of Regions, First Commercial, and the
combined company following the First Commercial Acquisition, including
statements relating to cost savings, enhanced revenues, accretion to reported
earnings that may be realized from the First Commercial Acquisition, and certain
restructuring charges expected to be incurred in connection with the First
Commercial Acquisition. Such forward-looking statements involve certain risks
and uncertainties, including a variety of factors that may cause Regions' actual
results to differ materially from the anticipated results or other expectations
expressed in such forward-looking statements. Factors that might cause such a
difference include, but are not limited to: (i) expected cost savings from the
First Commercial Acquisition and Regions' other pending acquisitions may not be
fully realized or realized within the expected time frame; (ii) revenues
following the First Commercial Acquisition and the other pending acquisitions
may be lower than expected, or deposit attrition, operating costs or customer
loss and business disruption following the First Commercial Acquisition and the
other pending acquisitions may be greater than expected; (iii) competitive
pressures among depository and other financial institutions may increase
significantly; (iv) costs or difficulties related to the integration of the
business of Regions, First Commercial, and the other pending acquisitions may be
greater than expected; (v) changes in the interest rate environment may reduce
margins; (vi) general economic or business conditions, either nationally or in
the states or regions in which Regions does business, may be less favorable than
expected, resulting in, among other things, a deterioration in credit quality or
a reduced demand for credit; (vii) legislative or regulatory changes may
adversely affect the businesses in which Regions is engaged; (viii) changes may
occur in the securities markets, and (ix) disruptions of the operations of the
combined company following the First Commercial Acquisition or any other
governmental or private entity as a result of the "year 2000 problem" may occur.
Additional information with respect to factors that may cause results to differ
materially from those contemplated by such forward-looking statements is
included in Regions' current and subsequent filings with the SEC.




                                       4
<PAGE>   10


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                          <C>
AVAILABLE INFORMATION...........................................................................................
DOCUMENTS INCORPORATED BY REFERENCE.............................................................................
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION.....................................................
SUMMARY.........................................................................................................
     The Parties................................................................................................
     Special Meeting of First Community Stockholders............................................................
     Record Date; Vote Required.................................................................................
     The Merger; Exchange Ratio.................................................................................
     Dissenting Stockholders....................................................................................
     Reasons for the Merger; Recommendation of First Community's Board
      of Directors..............................................................................................
     Opinion of First Community's Financial Advisor.............................................................
     Effective Time.............................................................................................
     Exchange of Stock Certificates.............................................................................
     Regulatory Approvals and Other Conditions..................................................................
     Waiver, Amendment, and Termination of the Agreement........................................................
     Interests of Certain Persons in the Merger.................................................................
     Federal Income Tax Consequences of the Merger..............................................................
     Material 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....................................................................................................
     Possible Adjustment of Exchange Ratio .....................................................................
     Treatment of First Community Options.......................................................................
     Background of and Reasons for the Merger...................................................................
     Opinion of First Community's Financial Advisor.............................................................
     Effective Time 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....................................................................................
     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...................................................................................
</TABLE>



                                       5
<PAGE>   11

<TABLE>
<S>                                                                                                          <C>
     Amendment of Certificate 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..................................................................
     Stockholder Nominations....................................................................................
     Mergers, Consolidations, and Sales of Assets Generally.....................................................
     Business Combinations with Certain Persons.................................................................
     Dissenters' Rights.........................................................................................
     Stockholders' Rights to Examine Books and Records..........................................................
     Dividends..................................................................................................
COMPARATIVE MARKET PRICES AND DIVIDENDS.........................................................................
BUSINESS OF FIRST COMMUNITY.....................................................................................
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS OF FIRST COMMUNITY.................................................
BUSINESS OF REGIONS.............................................................................................
     General....................................................................................................
     Recent Developments........................................................................................
CERTAIN REGULATORY CONSIDERATIONS...............................................................................
     General....................................................................................................
     Payment of Dividends.......................................................................................
     Capital Adequacy...........................................................................................
     Support of Subsidiary Institutions.........................................................................
     Prompt Corrective Action...................................................................................
     FDIC Insurance Assessments.................................................................................
DESCRIPTION OF REGIONS COMMON STOCK.............................................................................
STOCKHOLDER PROPOSALS...........................................................................................
EXPERTS.........................................................................................................
OPINIONS........................................................................................................
APPENDIX A--Agreement and Plan of Merger.....................................................................A-1
APPENDIX B--Opinion of Brown, Burke Capital Partners, Inc....................................................B-1
APPENDIX C--Copy of Chapter 2, Article 13 of the Georgia Business
     Corporation Act, pertaining to dissenters' rights ......................................................C-1
</TABLE>




                                       6
<PAGE>   12

                                     SUMMARY

     The following is a summary of certain information included in this Proxy
Statement/Prospectus and the documents incorporated by reference herein. 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 "First Community" refer to
those entities, respectively, and, where the context requires, to those entities
and their respective subsidiaries.

THE PARTIES

      First Community. First Community is a bank holding company organized and
existing under the laws of the state of Georgia, headquartered in Peachtree
City, Georgia. First Community operates principally through Fayette County Bank
(the "Bank"), which is a wholly owned subsidiary of First Community and a
state-chartered commercial bank and which provides a range of consumer and
commercial banking services through three banking offices in Fayette County,
Georgia. At March 31, 1998, First Community had total consolidated assets of
approximately $124.0 million, total consolidated deposits of approximately
$110.7 million, and total consolidated stockholders' equity of approximately
$11.2 million. First Community's principal executive office is located at 300
South Peachtree Parkway, Peachtree City, Georgia 30269 and its telephone number
at such address is (770) 631-2265.

     Regions. Regions is a regional bank holding company organized and existing
under the laws of the state of Delaware and headquartered in Birmingham,
Alabama, with approximately 500 banking offices located in Alabama, Florida,
Georgia, Louisiana, South Carolina, and Tennessee as of March 31, 1998. At that
date, Regions had total consolidated assets of approximately $25.6 billion,
total consolidated deposits of approximately $20.3 billion, and total
consolidated stockholders' equity of approximately $2.1 billion. Regions is the
second largest bank holding company headquartered in Alabama in terms of assets,
based on March 31, 1998 information. Regions operates banking-related
subsidiaries engaged in mortgage banking, credit life insurance, leasing, and
securities brokerage activities with offices in various Southeastern states.
Through its subsidiaries, Regions offers a broad range of banking and
banking-related services.

     Since December 31, 1997, Regions has completed the acquisitions of six
financial institutions and has entered into definitive agreements or letters of
intent to acquire seven financial institutions, including First Community. For
information concerning Regions' acquisition activity, including the completed
and other pending acquisitions, see "Documents Incorporated by Reference,"
"Recent Developments--First Commercial Corporation Acquisition," and "Business
of Regions--Acquisition Activity."

     Regions commenced operations in 1971, under its former name First Alabama
Bancshares, Inc., as a registered bank holding company under the Bank Holding
Company Act of 1956, as amended (the "BHC Act"). Regions' 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."


                                       7

<PAGE>   13


SPECIAL MEETING OF FIRST COMMUNITY STOCKHOLDERS

     The Special Meeting will be held at _______:00 p.m., local time, on
_______, 1998, at First Community's main office, located at 300 South Peachtree
Parkway, Peachtree City, Georgia 30269, for the purpose of considering and
voting on approval of the Agreement and to transact such other business as may
properly come before the meeting.
See "The Special Meeting."

RECORD DATE; VOTE REQUIRED

     The First Community Board has fixed the close of business on _______, 1998
as the record date (the "Record Date") for determination of the stockholders
entitled to notice of and to vote at the Special Meeting. Only holders of record
of First Community Common Stock on the Record Date will be entitled to vote at
the Special Meeting. Approval of the Agreement will require the affirmative vote
of a majority of the outstanding shares of First Community Common Stock entitled
to vote at the Special Meeting, not just a majority of the votes cast. As of the
Record Date, there were _______ shares of First Community Common Stock
outstanding and entitled to be voted.

     The directors and executive officers of First Community and their
affiliates beneficially owned, as of the Record Date, 499,481 shares (or
approximately 36.48% of the outstanding shares) of First Community Common Stock.
Each member of the Board of Directors of First Community has agreed to vote
those First Community shares over which such member 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 First Community Common Stock. As of that date, neither
First Community nor Regions held any shares of First Community 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 merger of First Community with and into
Regions with Regions as the surviving corporation resulting from the Merger. At
the Effective Time, each share of First Community Common Stock then issued and
outstanding (excluding shares held by First Community, Regions, or their
respective subsidiaries, in each case other than shares held in a fiduciary
capacity or as a result of debts previously contracted, and excluding all shares
held by stockholders who perfect their dissenters' rights) will be converted
into .625 of a share of Regions Common Stock, subject to possible adjustment.

     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 First
Community stockholder would be entitled upon consummation of the Merger, based
on the closing price of Regions Common Stock on the Nasdaq National Market (as
reported by The Wall Street Journal, or, if not reported thereby, by another
authoritative source selected by Regions) on the last trading day immediately
preceding the Effective Time. See "Description of the Transaction--General."

DISSENTING STOCKHOLDERS

      Holders of First Community 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 fair value of such holders' shares of First Community
Common Stock in cash in accordance with the applicable provisions of the Georgia
Business Corporation Law (the "Georgia Act"). The procedures to be followed by
dissenting stockholders are summarized under "Description of the
Transaction--Dissenters' Rights," and the applicable provisions of the Georgia
Act are reproduced as Appendix C.


                                       8
<PAGE>   14

REASONS FOR THE MERGER; RECOMMENDATION OF FIRST COMMUNITY'S BOARD OF DIRECTORS

      First Community's Board of Directors has unanimously approved the Merger
and the Agreement and has determined that the Merger is fair to, and in the best
interests of, First Community and its stockholders. Accordingly, First
Community's Board unanimously recommends that First Community's stockholders
vote FOR approval of the Agreement. EACH MEMBER OF THE BOARD OF DIRECTORS OF
FIRST COMMUNITY HAS AGREED TO VOTE THOSE SHARES OF FIRST COMMUNITY COMMON STOCK
OVER WHICH SUCH MEMBER HAS VOTING AUTHORITY (OTHER THAN IN A FIDUCIARY CAPACITY)
IN FAVOR OF THE AGREEMENT. In approving the Agreement, First Community's
directors considered First Community'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 the opinion of Brown, Burke
Capital Partners, Inc. ("BBCP") that, as of the date of its opinion, the
consideration to be received in the Merger was fair, from a financial point of
view, to the stockholders of First Community. See "Description of the
Transaction--Background of and Reasons for the Merger."

OPINION OF FIRST COMMUNITY'S FINANCIAL ADVISOR

      BBCP has rendered an opinion to First Community that, based on and subject
to the procedures, matters, and limitations described in its opinion and such
other matters as it considered relevant, as of the date of its opinion, the
consideration to be received in the Merger was fair, from a financial point of
view, to the stockholders of First Community. The opinion of BBCP is attached as
Appendix B to this Proxy Statement/Prospectus. First Community 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 First
Community's Financial Advisor."

EFFECTIVE TIME

     Subject to the conditions to the obligations of the parties to effect the
Merger, the Effective Time will occur on the date and at the time that the
Delaware Certificate of Merger and the Georgia Certificate of Merger are filed
and become effective with, respectively, the Delaware Secretary of State and the
Georgia Secretary of State. Unless otherwise agreed upon by Regions and First
Community, 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 Time to occur by the last business day of the month in which the last
of the following events occurs: (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 First Community stockholders. 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 1998, although
there can be no assurance as to whether or when the Merger will occur. See
"Description of the Transaction--Effective Time 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 Time, Regions will cause the exchange agent
selected by Regions (the "Exchange Agent"), to mail to the former stockholders
of First Community a form letter of transmittal, together with instructions for
the exchange of such stockholders' certificates representing shares of First
Community Common Stock for certificates representing shares of Regions Common
Stock. FIRST COMMUNITY 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."


                                       9
<PAGE>   15

REGULATORY APPROVALS AND OTHER CONDITIONS

     The Merger is subject to approval by the Board of Governors of the Federal
Reserve System (the "Federal Reserve") and the Department of Banking and Finance
of the state of Georgia (the "Georgia Department"). Applications for the
requisite approvals have been filed with these agencies, each of which has yet
to issue its approval of the Merger. There can be no assurance that the
approvals of the Georgia Department and the Federal Reserve will be given or as
to the timing or conditions of such approvals.

     Consummation of the Merger is subject to various other conditions,
including receipt of the required approval of First Community stockholders,
receipt of an opinion of counsel as to the tax-free nature of certain aspects of
the Merger, and certain other customary 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 Time by mutual consent of the Boards of Directors of both
First Community and Regions, or by action of the Board of Directors of either
company under certain circumstances, including if the Merger is not consummated
by December 31, 1998, unless the failure to consummate by such time is due to a
breach of the Agreement by the party seeking to terminate. If for any reason the
Merger is not consummated, First Community will continue to operate as a bank
holding company under its present management. See "Description of the
Transaction--Waiver, Amendment, and Termination of the Agreement."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

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

FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

     Consummation of the Merger is conditioned on the receipt of an opinion of
counsel  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 no gain or loss will be recognized by holders of First
Community Common Stock upon the exchange in the Merger of First Community Common
Stock solely for Regions Common Stock, (except to the extent of any cash
received in lieu of fractional share interests in Regions Common Stock or as a
result of exercise of dissenters' rights.) Subject to the provisions and
limitations of Section 302(a) of the Code, gain or loss will be recognized upon
the receipt of cash in lieu of fractional share interests and cash received by
dissenters. See "Description of the Transaction--Federal Income Tax Consequences
of the Merger."

     BECAUSE CERTAIN TAX CONSEQUENCES OF THE MERGER MAY VARY DEPENDING UPON THE
PARTICULAR CIRCUMSTANCE OF EACH STOCKHOLDER AND OTHER CIRCUMSTANCES, EACH FIRST
COMMUNITY STOCKHOLDER IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE MERGER
(INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, AND FOREIGN INCOME AND
OTHER TAX LAWS).

MATERIAL DIFFERENCES IN STOCKHOLDERS' RIGHTS

     At the Effective Time, First Community stockholders, whose rights are
governed by the Georgia Act 


                                       10
<PAGE>   16

and by First Community's Articles of Incorporation and Bylaws, will
automatically become Regions stockholders, and their rights as Regions
stockholders will be determined by the Delaware General Corporation Law (the
"Delaware GCL") and by Regions' Certificate of Incorporation and Bylaws.

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

COMPARATIVE MARKET PRICES OF COMMON STOCK

     Regions Common Stock and First Community Common Stock are traded in the
over-the-counter market and are quoted in the Nasdaq National Market and the
Nasdaq Small Cap Market, respectively. The following table sets forth the last
sale price of Regions Common Stock, the last sale price of First Community
Common Stock, and the equivalent per share price (as explained below) of First
Community Common Stock at the close of trading on February 12, 1998, the last
trading day immediately preceding public announcement of the Merger, and
_______, 1998, the latest practicable date prior to the mailing of this Proxy
Statement/Prospectus:

<TABLE>
<CAPTION>
                                                                                      EQUIVALENT
                                                                                         PER
                                                                                     SHARE PRICE
                                         REGIONS           FIRST COMMUNITY        OF FIRST COMMUNITY
MARKET PRICE PER SHARE AT:            COMMON STOCK          COMMON STOCK             COMMON STOCK
- --------------------------            ------------          ------------             ------------
<S>                                   <C>                  <C>                    <C>   
February 12, 1998                        $38.44                $23.88                    $24.02
_______, 1998                            ______                ______                    ______
</TABLE>

     The equivalent per share price of First Community Common Stock at each
specified date represents the last sale price of a share of Regions Common Stock
on such date multiplied by the Exchange Ratio of .625 of a share. Stockholders
are advised to obtain current market quotations for Regions Common Stock and
First Community Common Stock. No assurance can be given as to the market price
of Regions Common Stock at or after the Effective Time.
See "Comparative Market Prices and Dividends."

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 First Community, (ii) a pro forma combined basis per share of
Regions Common Stock, giving effect to the Merger, and (iii) an equivalent pro
forma basis per share of First Community Common Stock, giving effect to the
Merger. The Regions and First Community pro forma combined information and the
First Community pro forma Merger equivalent information give effect to the
Merger on a pooling-of-interests accounting basis and assume an Exchange Ratio
of .625 of a share. See "Description of the Transaction--Accounting Treatment."
The pro forma data are presented for information purposes only and are not
necessarily indicative of the results of operations or combined financial
position that would have resulted had the Merger been consummated at the dates
or 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
First Community, including the respective notes thereto. Historical information
has been adjusted to reflect a 2-for-1 stock split effected by Regions on June
13, 1997 and a 2-for-1 stock split effected by First Community on February 20,
1998. See "Documents Incorporated by Reference," and "--Selected Financial
Data."


                                       11
<PAGE>   17

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED
                                                                   MARCH 31,             YEAR ENDED DECEMBER 31,
                                                               ------------------      ---------------------------
                                                                1998        1997       1997       1996        1995
                                                                ----        ----       ----       ----        ----
                                                                    (Unaudited)       (Unaudited except Regions
                                                                                   and First Community historical)
<S>                                                            <C>          <C>       <C>         <C>         <C>  
NET INCOME PER COMMON SHARE
Regions historical......................................        $.58        $.51      $2.20       $1.85       $1.60
Regions historical assuming dilution....................         .57         .50       2.15        1.81        1.58
First Community historical .............................         .33         .26       1.15         .92         .75
First Community historical assuming dilution............         .30         .24       1.08         .87         .73
Regions and First Community pro forma combined(1).......         .58                   2.19        1.85        1.60
Regions and First Community pro forma combined assuming
   dilution(1)..........................................         .56                   2.15        1.81        1.58
First Community pro forma Merger equivalent(2)..........         .36                   1.37        1.16        1.00
First Community pro forma Merger equivalent assuming
   dilution(2)..........................................         .35                   1.34        1.13         .99
DIVIDENDS DECLARED PER COMMON SHARE
Regions historical......................................         .23         .20        .80         .70         .66
First Community historical..............................          --          --        .15         .15         .13
First Community pro forma Merger equivalent(3)..........         .14         .13        .50         .44         .41
BOOK VALUE PER COMMON SHARE (PERIOD END)
Regions historical......................................       14.23       13.08      13.99       12.76       11.69
First Community historical..............................        8.18        7.06       7.84        7.13        6.54
Regions and First Community pro forma combined(1).......       14.22
First Community pro forma Merger equivalent(2)..........        8.89
</TABLE>


(1)  Represents the combined results of Regions and First Community as if the
     Merger were consummated on January 1, 1995 (or March 31, 1998 in the
     case of Book Value Per Share Data), and were accounted for as a pooling of
     interests.

(2)  Represents pro forma combined information multiplied by the Exchange Ratio
     of .625 of a share of Regions Common Stock for each share of First
     Community Common Stock. The Exchange Ratio is subject to upward adjustment
     under certain conditions if the average of the closing sales prices of
     Regions Common Stock over a specified period is less than $31.25. See
     "Description of the Transaction--Possible Adjustment of Exchange Ratio."
     The presentation of pro forma equivalent information would be affected by
     any increase in the Exchange Ratio.

(3)  Represents historical dividends declared per share by Regions multiplied by
     the Exchange Ratio of .625 of a share of Regions Common Stock for each
     share of First Community Common Stock.

SELECTED FINANCIAL DATA

     The following tables present certain selected historical financial
information for Regions and First Community. Regions' historical per share
information has been adjusted to reflect a 2-for-1 stock split effected by
Regions on June 13, 1997, and First Community's historical per share information
has been adjusted to reflect a 2-for-1 stock split effected by First Community
on February 20, 1998. The data should be read in conjunction with the historical
financial statements, related notes, and other financial information concerning
Regions and First Community incorporated by reference or included herein.
Interim unaudited data for the three months ended March 31, 1998 and 1997 of
Regions and First Community reflect, in the opinion of the respective
managements of Regions and First Community, all adjustments (consisting only of
normal recurring adjustments) necessary for a fair presentation of such data.
Results for the three months ended March 31, 1998, are not necessarily
indicative of results which may be expected for any other interim period or for
the year as a whole. See "Documents Incorporated by Reference."



                                       12
<PAGE>   18

Selected Historical Financial Data of Regions

<TABLE>
<CAPTION>
                                            THREE MONTHS
                                           ENDED MARCH 31,                              YEAR ENDED DECEMBER 31,
                                      -------------------------   -----------------------------------------------------------------
                                          1998          1997         1997         1996          1995          1994         1993
                                      -----------   -----------   -----------  -----------   -----------   -----------  -----------
                                               (Unaudited)                                   
                                                 (In thousands, except per share data and ratios)
<S>                                   <C>           <C>           <C>          <C>           <C>           <C>          <C>
INCOME STATEMENT DATA:
Total interest income ............... $   485,716   $   417,997   $ 1,653,084  $ 1,386,122   $ 1,259,600   $   991,693  $   746,544
Total interest expense ..............     240,310       204,909       824,203      685,656       635,336       436,157      296,195
Net interest income .................     245,406       213,088       828,881      700,466       624,264       555,536      450,349
Provision for loan losses ...........      12,119        11,194        41,773       29,041        30,271        20,580       24,695
Net interest income after
     loan loss provision ............     233,287       201,894       787,108      671,425       593,993       534,956      425,654
Total noninterest income excluding
     security gains (losses) ........      77,380        64,031       258,012      217,624       187,830       171,705      169,318
Security gains (losses) .............         (69)          464           541        3,115          (424)          344          831
Total noninterest expense ...........     178,637       154,213       600,341      553,801       487,461       442,376      383,130
Income tax expense ..................      45,758        37,880       145,628      108,677        96,109        84,109       66,169
Net income ..........................      86,203        74,296       299,692      229,686       197,829       180,520      146,504
PER SHARE DATA:
Net income .......................... $       .58   $       .51   $      2.20  $      1.85   $      1.60   $      1.55  $      1.41
Net income assuming dilution ........         .57           .50          2.15         1.81          1.58          1.53         1.38
Cash dividends ......................         .23           .20           .80          .70           .66           .60          .52
Book value ..........................       14.23         13.08         13.99        12.76         11.69         10.63         9.93
OTHER INFORMATION:
Average number of shares outstanding      149,556       145,847       136,512      124,272       123,340       116,412      104,306
Average number of shares outstanding,
    assuming dilution ...............     152,571       149,014       139,421      126,777       125,289       118,223      106,126
STATEMENT OF CONDITION DATA
(PERIOD END):
Total assets ........................ $25,629,065   $21,819,883   $23,034,228  $18,930,175   $16,851,774   $15,810,076  $13,163,161
Securities ..........................   5,032,078     4,497,055     4,400,189    3,870,595     3,863,781     3,346,291    2,993,417
Loans, net of unearned income .......  18,045,378    15,503,711    16,394,905   13,311,172    11,542,311    10,855,195    8,430,931
Total deposits ......................  20,289,275    17,672,340    17,750,926   15,048,336    13,497,612    12,575,593   11,025,376
Long-term debt ......................     373,811       557,723       400,199      447,269       632,019       599,476      525,820
Stockholders' equity ................   2,131,727     1,887,864     1,912,855    1,598,726     1,429,253     1,286,322    1,106,361
PERFORMANCE RATIOS:
Return on average assets(1)(6) ......        1.39%         1.38%         1.41%        1.29%         1.21%         1.27%        1.38%
Return on average stockholders'
     equity(1)(6) ...................       16.65         16.01         16.29        15.19         14.29         15.26        15.76
Net interest margin .................        4.34          4.36          4.27         4.27          4.21          4.37         4.77
Efficiency (2)(6) ...................       54.60         54.73         54.36        59.44         58.79         59.44        60.23
Dividend payout .....................       39.66         39.22         36.36        37.84         41.25         38.71        36.88
ASSET QUALITY RATIOS:
Net charge-offs to average loans,
     net of unearned income(1) ......         .21%          .19%          .25%         .15%          .17%          .19%         .23%
Problem assets to net loans and
     other real estate (3) ..........         .74           .74           .71          .56           .59           .75         1.12
Nonperforming assets to net loans
     and other real estate (4) ......         .84           .94           .81          .76           .68           .80         1.28
Allowance for loan losses to loans,
     net of unearned income .........        1.23          1.34          1.19         1.32          1.38          1.32         1.48
Allowance for loan losses to
     nonperforming assets (4) .......      146.52        141.97        145.53       173.65        202.55        164.48       115.88
</TABLE>




                                       13
<PAGE>   19


Selected Historical Financial Data of Regions -- Continued

<TABLE>
<CAPTION>
                                          THREE MONTHS
                                         ENDED MARCH 31,                     YEAR ENDED DECEMBER 31,
                                        -----------------       ---------------------------------------------------
                                         1998        1997        1997       1996        1995       1994        1993
                                        -----       -----       -----      -----       -----      -----       -----
                                           (Unaudited)
                                                       (In thousands, except per share data and ratios)
<S>                                     <C>         <C>         <C>        <C>         <C>        <C>         <C>  
LIQUIDITY AND CAPITAL RATIOS:
Average stockholders' equity to
     average assets...............       8.35%       8.63%       8.63%      8.49%       8.44%      8.35%       8.76%
Average loans to average deposits.      90.23       86.90       88.90      85.90       86.12      79.90       76.41
Tier 1 risk-based capital (5).....      10.63       11.11       10.48      10.81       11.14      10.69       11.13
Total risk-based capital (5)......      12.98       13.82       12.93      13.59       14.61      14.29       13.48
Tier 1 leverage (5)...............       7.62        7.65        7.52       7.44        7.49       8.21       10.11
</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 capital ratios are 4% and 8%,
     respectively. The minimum leverage ratio of Tier 1 capital to total assets
     is 3% to 5%. The ratios for periods prior to 1996 have not been restated to
     reflect the combination with First National Bancorp effected March 1, 1996,
     and accounted for as a pooling of interests, or any other
     pooling-of-interests transactions.

(6)  Ratios for 1996 excluding $19.0 million (after-tax) charged for SAIF
     assessment and merger expenses are as follows: Return on average
     stockholders' equity - 16.45%, Return on average total assets - 1.40%, and
     Efficiency - 56.16%.

Selected Historical Financial Data of First Community

<TABLE>
<CAPTION>
                                               THREE MONTHS
                                              ENDED MARCH 31,                      YEAR ENDED DECEMBER 31,
                                            ------------------     ----------------------------------------------------
                                             1998        1997        1997        1996       1995       1994       1993
                                            ------      ------     -------      ------     ------     ------     ------
                                               (Unaudited)
                                                          (In thousands, except per share data and ratios)
<S>                                         <C>         <C>        <C>          <C>        <C>        <C>        <C>   
INCOME STATEMENT DATA:
  Total interest income ...............     $2,696      $2,439     $10,597      $9,369     $7,187     $5,269     $4,440
  Total interest expense ..............      1,091         979       4,254       3,686      2,789      1,559      1,312
  Net interest income .................      1,605       1,460       6,343       5,682      4,398      3,710      3,128
  Provision for loan losses ...........         --         120         620         856        335         92        412
  Net interest income after
       loan loss provision ............      1,605       1,340       5,723       4,826      4,062      3,618      2,716
  Total noninterest income excluding
       security gains (losses) ........        141         211         558         645        536        482        480
  Security gains (losses) .............         (1)         --          (8)         --         --       (104)        56
  Total noninterest expense ...........        998         984       3,809       3,517      3,015      2,831      2,348
  Income tax expense ..................        294         213         896         700        562        373        325
  Net income ..........................        453         354       1,568       1,254      1,022        795        579
PER SHARE DATA:
  Net income ..........................     $  .33      $  .26     $  1.15      $  .92     $  .75     $  .59     $  .43
  Net income assuming dilution ........        .30         .24        1.08         .87        .73        .56        .43
  Cash dividends ......................         --          --         .15         .15        .13        .10        .05
  Book value ..........................       8.18        7.06        7.84        7.13       6.54       5.65       5.46
OTHER INFORMATION:
  Average number of shares outstanding       1,364       1,357       1,364       1,360      1,357      1,353      1,351
  Average number of shares outstanding,
      assuming dilution ...............      1,519       1,455       1,445       1,441      1,392      1,357      1,353
</TABLE>



                                       14
<PAGE>   20


Selected Historical Financial Data of First Community -- Continued

<TABLE>
<CAPTION>
                                               THREE MONTHS
                                              ENDED MARCH 31,                             YEAR ENDED DECEMBER 31,
                                          ----------------------      -------------------------------------------------------------
                                            1998          1997          1997          1996          1995         1994         1993
                                          --------      --------      --------      --------      -------      -------      -------
                                                (Unaudited)
                                                                (In thousands, except per share data and ratios)
<S>                                       <C>           <C>           <C>           <C>           <C>          <C>          <C>    
STATEMENT OF CONDITION DATA
(PERIOD END):
  Total assets ......................     $123,993      $120,618      $131,468      $108,554      $90,933      $64,965      $67,814
  Securities ........................       24,472        15,428        27,289        15,078       13,001       14,462       13,934
  Loans, net of unearned income .....       88,328        83,039        85,248        81,916       67,771       42,411       43,015
  Total deposits ....................      110,704       109,936       119,034        98,144       81,437       56,587       60,005
  Long-term debt ....................           --            --            --            --           --           --           --
  Stockholders' equity ..............       11,208         9,585        10,731         9,165        8,136        6,857        6,624
PERFORMANCE RATIOS:
  Return on average assets(1) .......         1.49%         1.40%         1.29%         1.23%        1.26%        1.18%        1.04%
  Return on average stockholders'
       equity(1) ....................        16.93         16.34         16.02         15.07        14.83        12.93        10.90
  Net interest margin ...............         5.79          5.85          5.66          6.10         5.98         6.22         5.92
  Efficiency (2).....................        57.16         58.90         55.26         55.58        61.12        69.21        64.09
  Dividend payout ...................           --            --         12.36         14.65        14.90        15.25        10.01
ASSET QUALITY RATIOS:
  Net charge-offs to average loans,
       net of unearned income .......          .04%          .43%          .16%          .76%         .24%         .50%        1.15%
  Problem assets to net loans and
       other real estate (3) ........          .79           .30          1.18           .88         1.77         2.71         1.27
  Nonperforming assets to net loans
       and other real estate (4) ....          .93           .88          1.30          1.56         2.33         2.76         1.54
  Allowance for loan losses to loans,
       net of unearned income .......         1.90          1.17           2.0          1.48         1.36         1.69         1.93
  Allowance for loan losses to
       nonperforming assets (4) .....       202.86        131.54        154.03         94.68        58.14        60.55       124.66
LIQUIDITY AND CAPITAL RATIOS:
  Average stockholders' equity to 
       average assets ...............         8.80          8.54          8.16          8.44         8.95        10.55         9.77
  Average loans to average deposits .        80.07         84.50         77.36         81.46        74.43        70.81        70.36
  Tier 1 risk-based capital (5)......         11.0           8.8          10.5          10.2         10.6         10.2         7.99
  Total risk-based capital (5) ......         12.2           9.7          11.7          11.4         11.8         11.4         9.16
  Tier 1 leverage (5) ...............          8.7           7.7           8.4           8.2          8.3          8.0          7.4
</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 capital ratios are 4% and 8%,
     respectively. The minimum leverage ratio of Tier 1 capital to total assets
     is 3% to 5%.



                                       15
<PAGE>   21


                               RECENT DEVELOPMENTS


THE FIRST COMMERCIAL ACQUISITION

     On February 8, 1998, Regions and First Commercial Corporation ("First
Commercial") entered into an Agreement and Plan of Merger, pursuant to which
First Commercial will be acquired by Regions by means of the merger of First
Commercial with and into Regions, with Regions as the surviving entity (the
"First Commercial Acquisition"). Upon consummation of the First Commercial
Acquisition, Regions will exchange 1.7 shares of Regions Common Stock for each
share of First Commercial common stock outstanding, with a total of
approximately 64.8 million shares of Regions Common Stock expected to be issued
in the merger. Regions expects the First Commercial Acquisition to be accounted
for as a pooling of interests and expects to consummate the transaction during
the third quarter of 1998, subject to approval of Regions and First Commercial
stockholders in accordance with applicable law, approval of various regulatory
authorities, and other customary conditions of closing.

     First Commercial is a multi-bank bank holding company headquartered in
Little Rock, Arkansas, with approximately 165 banking offices in Arkansas,
Tennessee, Texas, and Louisiana, and a 50% interest in two Oklahoma banks. First
Commercial also operates banking-related affiliates in the areas of mortgage
banking, trust services, securities brokerage, asset management, and accounts
receivable factoring. At March 31, 1998, First Commercial reported total
consolidated assets of approximately $7.4 billion, total consolidated deposits
of approximately $6.3 billion, and total consolidated stockholders equity of
approximately $636 million. Based on March 31, 1998 information, First
Commercial is the largest bank holding company headquartered in Arkansas and has
the largest market share of deposits in Arkansas of depository institutions with
offices in Arkansas.

     Additional information with respect to the First Commercial Acquisition is
set forth in Regions' current report on Form 8-K filed with the SEC on February
9, 1998 (the "First Commercial 8-K"). The First Commercial 8-K includes or
incorporates by reference certain forward looking statements, estimates, and
projections concerning the First Commercial Acquisition, which are subject to
various uncertainties and risks as explained above under the caption "Cautionary
Statement Concerning Forward Looking Information." Estimates and projections
concerning the future financial performance of Regions following the First
Commercial Acquisition are predicated on certain assumptions and depend upon
future events, the course of which cannot be ascertained with certainty, and
therefore such estimates and projections, including but not limited to estimates
concerning future levels of accretion and dilution of Regions' earnings per
share, future cost savings achievable in consolidation, and levels of merger-
related charges, should be considered only as estimates and understood to be
uncertain and subject to risks of inaccuracy. Future events may cause Regions'
actual experience to differ materially from such estimates and projections. See
"Cautionary Statement Concerning Forward Looking Information."

IMPACT OF THE FIRST COMMERCIAL ACQUISITION ON REGIONS' FINANCIAL PERFORMANCE

     Merger Charges. It is expected that Regions will incur charges arising from
the First Commercial Acquisition and from the assimilation of First Commercial
into the Regions organization. Anticipated charges would normally arise from
matters such as, but not limited to, legal and accounting fees, financial
advisory fees, consulting fees, payments of contractual benefits triggered by a
change of control, early retirement and involuntary separation and related
benefits, costs associated with elimination of duplicate facilities and branch
consolidations, data processing charges, cancellation of vendor contracts, and
similar costs which normally arise from the consolidation of operational
activities.

     The First Commercial Acquisition is expected to be accounted for as a
pooling of interests. Regions


                                       16
<PAGE>   22

currently estimates incurring aggregate restructuring and merger-related charges
of approximately $85 million (or $63 million after taxes) in connection with the
consummation of the First Commercial Acquisition. Substantially all of these
charges are expected to be recognized in the period in which the First
Commercial Acquisition closes. The estimated restructuring and merger-related
charges include approximately $19 million in noncash charges. The components of
the anticipated merger-related charges are summarized as follows:

<TABLE>
<CAPTION>
 .............................................  (In thousands)
<S>                                            <C>    
Employee-related.............................      $24,000
Occupancy and equipment......................       10,000
Loss on divestiture of certain mortgage 
  servicing assets...........................        8,000
Conversion...................................        7,000
Investment banker, legal, accounting, and
 other merger related fees...................       28,500
                                                   -------
                                                    77,500
Charitable trust.............................        7,500
                                                   -------
Gross charges................................       85,000
Taxes........................................      (22,000)
                                                   -------
                                                   $63,000
                                                   =======
</TABLE>

     The estimate of anticipated charges to be incurred in connection with
consummating the First Commercial Acquisition is a preliminary estimate of the
significant charges which may, in the aggregate, be required and should be
viewed accordingly. Moreover, this estimate has been based on the due diligence
reviews that have been performed to date in connection with the First Commercial
Acquisition and may be subject to change. The actual charges incurred may be
higher or lower than what is currently contemplated, once First Commercial is
assimilated from an operational perspective and various contingencies are either
satisfied or eliminated.

     Cost Savings and Revenue Enhancements. Regions believes it has the ability
to obtain substantial cost savings and to achieve substantial revenue
enhancements in the operations of the combined companies following the First
Commercial Acquisition. While no assurance can be given, based on present
information Regions estimates that following the First Commercial Acquisition it
can realize reductions in the noninterest expenses attributable to First
Commercial's operations of approximately $60 million, or 25% of First
Commercial's estimated 1998 noninterest expense. Regions anticipates realizing
approximately $16 million in pre-tax benefits from cost savings in 1998 and
approximately $60 million in pre-tax benefits from cost savings in 1999. These
estimates are based on the assumptions that by the end of 1998 Regions can
reduce operating costs in the areas of information technology (approximately
$5.7 million or 50% of First Commercial's estimated 1998 expense), general and
administrative expenses (approximately $6.0 million or 68% of First Commercial's
estimated 1998 expense), operations (approximately $5.8 million or 45% of First
Commercial's estimated 1998 expense), mortgage servicing (approximately $11.0
million or 38% of First Commercial's estimated 1998 expense), trust operations
(approximately $1.3 million or 15% of First Commercial's estimated 1998
expense), broker-dealer operations (approximately $.6 million or 16% of First
Commercial's estimated 1998 expense), community banks operations (approximately
$25.4 million or 16% of First Commercial's estimated 1998 expense), and in other
noninterest expense categories amounting to approximately $4.2 million. The
foregoing estimated possible reductions in noninterest expense are in the
financial statement categories of (i) salaries and employee benefits
(approximately $32 million), (ii) occupancy expenses (approximately $1
million), (iii) furniture and equipment (approximately $1 million), and other
noninterest expenses (approximately $26 million for expense items such as data
processing, advertising, professional fees, and printing and supplies).  In
developing such assumptions Regions evaluated First Commercial's noninterest
expense structure, identified elements of First Commercial noninterest expenses
that could be reduced or eliminated as duplicative or unnecessary, and
quantified the anticipated cost savings in various categories. Regions also took
into account its experience in assimilating previous acquisitions in assessing
the feasibility of the projected cost savings in each category, and concluded
the projections are feasible and realistic. In deriving the estimates of the
amounts of anticipated cost savings, Regions considered any applicable increases
in its expenditures necessary to operate the combined companies, and the above
estimates are presented net of any such increases.

     Similarly with no assurance, Regions expects the combined company following
the First Commercial 


                                       17
<PAGE>   23

Acquisition to benefit from enhanced revenues in specific areas. Regions
anticipates that balance sheet restructuring can result in pre-tax benefits of
approximately $16 million in 1998 and $6 million in 1999, primarily resulting
from restructuring and reinvesting a portion of First Commercial's securities
portfolio into higher yielding securities. Regions also anticipates generating
pre-tax benefits of approximately $7.5 million in 1998 and $17 million in 1999
resulting from reinvesting excess capital, assuming a 6% reinvestment rate on
Tier 1 capital in excess of 7%. In addition, Regions expects product
enhancements and uniform application of Regions' policies to increase revenues
from First Commercial's operations approximating $3 million pre-tax in 1998 and
$6.6 million pre-tax in 1999, primarily resulting from broader mortgage loan
product line offerings, expanded commercial cash management capabilities, and
increased trust product offerings and standardization of trust fee structures.
While Regions anticipates that the benefits derivable from the cost savings and
revenue enhancements discussed above will continue in future years, Regions has
not attempted to quantify identified benefits beyond 1999.

     Projected Impact on Per Share Earnings. Based on its evaluation of the
possible cost savings, revenue enhancements, and other considerations, Regions
anticipates that consummation of the First Commercial Acquisition would result
in modest dilution of Regions' 1998 earnings per share and modest accretion to
1999 earnings per share. More specifically, assuming (i) the expense savings and
the revenue enhancements discussed above are as estimated, (ii) approximately
222 million shares of Regions Common Stock on a diluted basis are outstanding in
1998 and in 1999, (iii) the First Commercial Acquisition is consummated in the
third quarter of 1998, (iv) the conversion of First Commercial's operations
systems to Regions' operations systems is completed by year end 1998, (v) 1998
diluted earnings per share of Regions Common Stock are $2.35, and 1998 diluted
earnings per share of First Commercial Common Stock are $2.99, each of which
represents the First Call consensus earnings estimates as of February 6, 1998
(before public announcement of the First Commercial Acquisition), and (vi) 1999
diluted earnings per share of Regions Common Stock are $2.59 and 1999 diluted
earnings estimates per share of First Commercial Common Stock are $3.35, each of
which represents the First Call consensus earnings estimates, the First
Commercial Acquisition is estimated to dilute the 1998 per share earnings
estimates for Regions Common Stock by $.06 (or 2.5%) before giving effect to
anticipated merger-related charges, and add $.06 (or 2.5%) to the 1999 per share
earnings estimate for Regions Common Stock. The per share earnings estimates are
presented for illustrative purposes only and do not constitute projections of
Regions. The estimated effects of the First Commercial Acquisition on Regions'
future per share earnings necessarily depend on assumptions and uncertainties
which may cause actual results to differ materially from the anticipated
results. See "Cautionary Statement Concerning Forward-Looking Statements."


                                       18
<PAGE>   24


                               THE SPECIAL MEETING


GENERAL

     This Proxy Statement/Prospectus is being furnished to the holders of First
Community Common Stock in connection with the solicitation by the First
Community Board of Directors of proxies for use at the Special Meeting, at which
First Community stockholders will be asked to vote upon a proposal to approve
the Agreement. The Special Meeting will be held at _______:00 p.m., local time,
on _______, 1998, at the main offices of First Community, located at 300 South
Peachtree Parkway, Peachtree City, Georgia 30269.

      First Community stockholders are requested promptly to sign, date, and
return the accompanying proxy card to First Community in the enclosed
postage-paid, addressed envelope. A stockholder's failure to return a properly
executed proxy card or to vote at the Special Meeting will have the same effect
as a vote against the Agreement.

     Any First Community 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 First Community a signed proxy card bearing a later date, provided
that such notice or proxy card is actually received by First Community before
the vote of stockholders or in open meeting prior to the taking of the
stockholder vote at the Special Meeting. Any notice of revocation should be sent
to First Community Banking Services, Inc., 300 South Peachtree Parkway,
Peachtree City, Georgia 30269, Attention: Joseph S. Black, 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 First Community 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. ANY PROXIES VOTED AGAINST THE AGREEMENT WILL NOT BE
VOTED IN FAVOR OF A PROPOSAL TO ADJOURN THE SPECIAL MEETING. As of the date of
this Proxy Statement/Prospectus, First Community 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 telecopy or in person by the directors, officers, and employees of
First Community, 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.

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

RECORD DATE; VOTE REQUIRED

      First Community's Board of Directors has established the close of business
on _______, 1998, as the Record Date for determining the First Community
stockholders entitled to notice of and to vote at the Special Meeting. Only
First Community stockholders of record as of the Record Date will be entitled to
vote at the Special Meeting. As of the Record Date, there were approximately
_______ holders of _______ shares of First Community Common Stock outstanding
and entitled to vote at the Special Meeting, with each share entitled to one
vote. For information as to persons known by First Community to beneficially own
more than 5.0% of the outstanding shares of First Community Common Stock as of
the Record Date, see 


                                       19
<PAGE>   25

"Voting Securities and Principal Stockholders of First Community."

     The presence, in person or by proxy, of a majority of the outstanding
shares of First Community 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 First Community 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 for any reason, including broker nonvotes. Generally, a broker who
holds shares of First Community Common Stock in "street" name on behalf of a
beneficial owner lacks authority to vote such shares in the absence of specific
voting instructions from the beneficial owner.

     Once a quorum is established, approval of the Agreement requires the
affirmative vote of the holders of a majority of the outstanding shares of First
Community Common Stock entitled to vote at the Special Meeting. A failure to
vote, in person or by proxy, for any reason, including failure to return a
properly executed proxy, an abstention, or a broker nonvote, has the same effect
as a vote against the Agreement.

     The directors and executive officers of First Community and their
affiliates beneficially owned, as of the Record Date, 499,481 shares (or
approximately 36.48% of the outstanding shares) of First Community Common Stock.
The directors and executive officers of Regions and their affiliates
beneficially owned, as of the Record Date, no shares of First Community Common
Stock. As of that date, no subsidiary of either First Community or Regions held
any shares of First Community Common Stock in a fiduciary capacity for others.

                         DESCRIPTION OF THE TRANSACTION

     The following material describes the material aspects of the Merger and
the Agreement. 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

     The Agreement provides generally for the merger of First Community with and
into Regions, with Regions as the surviving corporation resulting from the
Merger. At the Effective Time, each share of First Community Common Stock
(excluding shares held by First Community, Regions, or their respective
subsidiaries, in each case other than shares held in a fiduciary capacity or as
a result of debts previously contracted, and excluding all shares held by
stockholders who perfect their dissenters' rights) issued and outstanding at the
Effective Time will be converted into .625 of a share of Regions Common Stock,
subject to possible adjustment as described below under the caption "--Possible
Adjustment of Exchange Ratio." Each share of Regions Common Stock outstanding
immediately prior to the Effective Time 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. Rather, cash will be paid in lieu of any fractional share
interest to which any First Community stockholder would be entitled upon
consummation of the Merger, based on the closing price of Regions Common Stock
on the Nasdaq National Market (as reported by The Wall Street Journal, or, if
not reported thereby, by another authoritative source selected by Regions), on
the last trading day prior to the Effective Time.

POSSIBLE ADJUSTMENT OF EXCHANGE RATIO

     Under certain circumstances described below, the Exchange Ratio could be
adjusted pursuant to certain 


                                       20
<PAGE>   26

provisions of the Agreement. UNDER NO CIRCUMSTANCES WOULD THE EXCHANGE RATIO BE
LESS THAN .625 OF A SHARE OF REGIONS COMMON STOCK FOR EACH SHARE OF FIRST
COMMUNITY COMMON STOCK. An adjustment could occur only if the First Community
Board elects to terminate the Agreement pursuant to the provisions of the
Agreement described below, and if Regions then elects to avoid termination of
the Agreement by increasing the Exchange Ratio.

     For purposes of the description of these provisions and their operation,
the following definitions apply.

     The "Average Closing Price" is the average of the daily last sale prices of
Regions Common Stock as reported on the Nasdaq National Market (as reported by
The Wall Street Journal, or, if not reported thereby, another authoritative
source as chosen by Regions) for 10 consecutive full trading days in which such
shares are traded on the Nasdaq National Market ending at the close of trading
on the Determination Date.

     The "Determination Date" is the date on which consent of the Federal
Reserve to the Merger shall be received (without regard to any requisite waiting
period thereof.)

     The "Regions Ratio" is the number obtained by dividing the Average Closing
Price by $39.06.

     The "Index Price" is the weighted average of the last sale prices of the
common stock of the bank holding companies defined as the "Index Group" in the
Agreement as of a given date.

     The "Index Ratio" is the number obtained by dividing the Index Price on the
Determination Date by the Index Price as of February 19, 1998, less 15%.

     If both:

         (i)  the Average Closing Price is less than $31.25; and

         (ii) the Regions Ratio is less than the Index Ratio,

then First Community may elect to terminate the Agreement unless Regions
increases the Exchange Ratio such that the portion of a share of Regions Common
Stock issued in exchange for each share of First Community Common Stock has a
value (based on the Average Closing Price) equal to the lesser of (i) $19.53
(corresponding to an Average Closing Price of 31.25) or (ii) the value (based on
the Average Closing Price) of the number of shares of Regions Common Stock
that would have been exchanged for each share of First Community Common Stock if
the relative performance of Regions Common Stock as determined above was 15%
lower than the relative performance of the Index Group. If the Merger is
approved by the First Community stockholders, the First Community Board may
elect not to terminate the Agreement and to consummate the Merger without
resoliciting the First Community stockholders even if First Community's right to
terminate the Agreement is triggered and, as a result of the Exchange Ratio, the
value of shares of Regions Common Stock (valued at the Average Closing Price)
issued in exchange for each share of First Community Common Stock would be less
than the lesser of (i) $19.53 or (ii) the value (based on the Average Closing
Price) of the number of shares of Regions Common Stock that would have been
exchanged for each share of First Community Common Stock if the relative
performance of Regions Common Stock as determined above was 15% lower than the
relative performance of the Index Group.

     These conditions reflect the parties' agreement that First Community's
stockholders will assume the risk of declines in the value of Regions Common
Stock to $31.25. Any adjustment of the Exchange Ratio reflecting a decline in
the price of Regions Common Stock to below $31.25 would be dependent on whether
the Average Closing Price of Regions Common Stock lags behind a market basket of
comparable bank 


                                       21
<PAGE>   27

holding company common stocks (the Index Group referenced above) by more than
15%.

     In making its determination of whether to terminate the Agreement, the
First Community Board will take into account, consistent with its fiduciary
duties, all relevant facts and circumstances that exist at such time, including,
without limitation, information concerning the business, financial condition,
results of operations, and prospects of Regions (including the recent
performance of Regions Common Stock, the historical financial data of Regions,
customary statistical measurements of Regions' financial performance, and the
future prospects for Regions Common Stock following the Merger), and the advice
of its financial advisors and legal counsel. If the First Community Board elects
to terminate the Agreement, Regions would then determine whether to proceed with
the Merger at the higher Exchange Ratio. In making this determination, the
principal factors Regions will consider include the projected effect of the
Merger on Regions' pro forma earnings per share and whether Regions' assessment
of First Community's earning potential as part of Regions justifies the issuance
of an increased number of Regions' shares. If Regions declines to adjust the
Exchange Ratio, First Community may elect to proceed without the adjustment,
provided it does so within 12 days after the Determination Date. REGIONS IS
UNDER NO OBLIGATION TO ADJUST THE EXCHANGE RATIO.

     The operation of the adjustment mechanism can be illustrated by three
scenarios. (For purposes of the scenarios, it has been assumed that the initial
Exchange Ratio is .625, the Starting Price of Regions Common stock is $39.06,
and the Index Price, as of the Starting Date, is $100.)

     (1) The first scenario occurs if the Average Closing Price is $31.25 or
greater. Under this scenario, regardless of any comparison between the Regions
Ratio and the Index Ratio, there would be no possible adjustment to the Exchange
Ratio, even though the value of the consideration to be received by First
Community stockholders could have fallen from a pro forma $24.42 per First
Community share, as of the Starting Date, to as little as a pro forma $19.53 per
share, as of the Determination Date.

     (2) The second scenario occurs if the Average Closing Price is less than
$31.25, but does not represent a decline from the Starting Price of more than
15% than the decline of the common stock prices of the Index Group. Under this
scenario, there also would be no possible adjustment to the Exchange Ratio, even
though the value of the consideration to be received by First Community
stockholders would have fallen from a pro forma $24.42 per share, as of the
Starting Date, to an amount based on the then lower Average Closing Price of
Regions Common Stock, as of the Determination Date, of less than a pro forma
$19.53 per share.

     (3) The third scenario occurs if the Average Closing Price declines below
$31.25 and the Regions Ratio is below the Index Ratio. Under this scenario, the
adjustment in the Exchange Ratio is designed to ensure that the First Community
stockholders receive shares of Regions Common Stock having a value (based upon
the Average Closing Price) that corresponds to at least $19.53 per First
Community share or a 15% decline from the stock price performance reflected by
the Index Group, whichever is less.

Example 1: If the Average Closing Price were $28.00, and the ending Index Price,
as of the Determination Date, were $90, the Regions Ratio (.7168) would be below
the Index Ratio (.75, or .90 minus .15), and First Community could terminate the
Agreement unless Regions elected within five days to increase the Exchange Ratio
to equal .6539, which represents the lesser of (a) .6975 [the result of dividing
$19.53 (the product of $31.25 and the .625 Exchange Ratio) by the Average
Closing Price ($28.00), rounded to the nearest ten thousandth] and (b) .6539
[the result of dividing the Index Ratio (.75) times .625 by the Regions Ratio
(.7168), rounded to the nearest thousandth]. Based upon the assumed $28.00
Average Closing Price, the new Exchange Ratio would represent a value to the
First Community stockholders of $18.31 per First Community share.


                                       22
<PAGE>   28

Example 2: If the Average Closing Price were $28.00, and the ending Index Price,
as of the Determination Date, were $100, the Regions Ratio (.7168) would be
below the Index Ratio (.85, or 1.00 minus .15), and First Community could
terminate the Agreement unless Regions elected within five days to increase the
Exchange Ratio to equal .6975, which represents the lesser of (a) .6975 [the
result of dividing $19.53 (the product of $31.25 and the .625 Exchange Ratio) by
the Average Closing Price ($28.00), rounded to the nearest ten thousandth] and
(b) .7411 [the result of dividing the Index Ratio (.85) times .625 by the
Regions Ratio (.7168), rounded to the nearest thousandth]. Based upon the
assumed $28.00 Average Closing Price, the new Exchange Ratio would represent a
value to the First Community stockholders of $19.53 per First Community share.

     The actual market value of a share of Regions Common Stock at the Effective
Time and at the time certificates for those shares are delivered following
surrender and exchange of certificates for shares of First Community Common
Stock may be more or less than the Average Closing Price. First Community
stockholders are urged to obtain current market quotations for Regions Common
Stock. See "Comparative Market Prices and Dividends."

TREATMENT OF FIRST COMMUNITY OPTIONS

     The Agreement provides that all rights with respect to First Community
Common Stock pursuant to stock options or stock appreciation rights granted by
First Community under its stock option plans which are outstanding at the
Effective Time, whether or not then exercisable, will be converted into and will
become rights with respect to Regions Common Stock, and Regions will assume each
of such options in accordance with the terms of the plan under which it was
issued and the agreement by which it is evidenced. After the Effective Time,
those options will become options to purchase Regions Common Stock, with the
exercise price and number of shares of Regions Common Stock purchasable
thereunder adjusted to reflect the Exchange Ratio. The executive officers or
directors of First Community that as of the date of this Proxy
Statement/Prospectus hold outstanding options are _______ who hold exercisable
options to purchase _______ shares of First Community Common Stock,
respectively.

BACKGROUND OF AND REASONS FOR THE MERGER

     Background of the Merger. The Bank opened in November 1989, pursuing a
general commercial and retail community banking business in the Peachtree City
area. The Bank followed this strategy for approximately four years, when it was
approached by Bank South Corporation about a potential merger in 1993. The Bank
entered into a merger agreement with Bank South Corporation in late 1993, which
the Bank was willing to do in part because the Bank's growth had stagnated.
However, the merger was not consummated and the merger agreement was terminated
in early April 1994.

     In late April 1994, the Bank changed its executive management, among other
things promoting Mr. Shepherd to President and Chief Executive Officer, and
commenced a business strategy of remaining an independent community bank and
expanding and improving the Bank's operations through internal growth. As part
of this strategy, First Community established a strategic planning committee.
This committee, together with the Board of Directors as a whole, periodically
reviewed First Community's long-term strategic business alternatives, including
possible acquisitions and business combinations.

     From time to time, First Community has analyzed potential acquisitions of
smaller financial institutions or business combinations with comparably-sized
institutions, but in each case has determined that the acquisition or merger was
not feasible or not in the best interests of First Community's stockholders. In
addition, from time to time beginning in 1995, representatives of BBCP, a
financial advisor to First Community, have participated in informal discussions
with senior management and certain board members of First Community concerning
strategies to enhance the franchise value of First Community. Throughout this



                                       23
<PAGE>   29

time, although First Community's Board of Directors believed that a strategy of
independence would best serve the long-term interests of First Community and its
stockholders, the Board of Directors has remained willing to consider a possible
business combination at a substantial premium.

     In early October 1997, Pete Miller, Regional President of Regions' Georgia
region, contacted Mr. Shepherd, First Community's President and Chief Executive
Officer, and requested a meeting to discuss a possible acquisition by Regions of
First Community. On October 14, 1997, Mr. Miller met with Mr. Shepherd in
Peachtree City. At that meeting, Mr. Miller provided Mr. Shepherd with
background information about Regions and discussed a variety of issues relating
to operating philosophies and objectives, but the parties did not discuss a
specific exchange ratio or price. Mr. Shepherd relayed this conversation to
First Community's Board of Directors, and the Board engaged T. Smith & Co., an
investment banking firm, as a financial advisor to assist the Board in reviewing
and analyzing Regions' proposal. On October 31, 1997, Mr. Miller expressed an
interest in continuing discussions with First Community and delivered a letter
indicating Regions' interest in pursuing the possible acquisition, subject to
obtaining some additional information about First Community. Although the letter
did not specify a specific price or exchange ratio, it did indicate that Regions
would be willing to discuss a transaction with a value to First Community
stockholders in excess of $20 per share. On November 7, 1997, First Community's
Board of Directors met to discuss Regions' proposal and authorized Mr. Shepherd
to continue discussions with and to provide information to Regions. First
Community and Regions entered into a confidentiality agreement on November 7,
1997, and First Community then provided Regions with certain nonpublic business
information about itself.

     First Community's strategic planning committee met on several occasions in
November and December to consider Regions' proposal, concluded that continued
exploration of a potential acquisition by Regions may prove fruitful, and
authorized Mr. Shepherd, with the assistance of T. Smith & Co., to continue
negotiations with Regions. T. Smith & Co. also assisted the Board in analyzing
other alternatives, including remaining independent. Representatives of Regions
and First Community met on several occasions in November and December to
negotiate the terms of the proposed merger. In January 1998, Regions and First
Community reached an agreement on an exchange ratio of .625 of a share of
Regions Common Stock for each share of First Community Common Stock, subject to
completion by Regions of due diligence and negotiation of a definitive merger
agreement. In January 1998, First Community also engaged BBCP as its financial
advisor to render its opinion on the financial terms of the merger.

     On January 26, 1998, the First Community Board of Directors met to review
the terms of the initial draft of the Agreement proposed by Regions. At this
meeting, BBCP reported to the Board of Directors on its preliminary analysis of
the terms of the Merger and furnished the Board comparative information about
similar transactions and the financial condition and operations of Regions.
After review of the Agreement, the First Community Board of Directors authorized
First Community's management and legal counsel to continue negotiations on the
proposed Agreement. As a result of unusual trading in First Community common
stock, on January 26, 1998, First Community issued a press release announcing
that it had entered into preliminary merger discussions that might lead to a
sale of First Community.

     On January 28, 1998, the First Community Board of Directors met to review
and consider the Agreement. The First Community Board reviewed the terms of the
Agreement as summarized by First Community's outside legal counsel. BBCP also
reported on its analysis of the terms of the Merger and rendered its oral
opinion as to the fairness, from a financial point of view, of the Exchange
Ratio to First Community's stockholders. On the basis of these presentations and
the factors set forth under "Reasons for the Merger" below, the First Community
Board of Directors unanimously approved a resolution authorizing execution of
the Agreement.

     First Community's Reasons for the Merger. In approving the Merger, the
directors of First Community 


                                       24
<PAGE>   30

considered a number of factors. Without assigning any relative or specific
weights to the factors, the First Community Board of Directors considered the
following material factors:

     (a) information concerning the business, operations, earnings, asset
quality, and financial condition of Regions (and other potential merger
partners) from which the First Community Board determined that Regions is a
high quality, well-managed institution with favorable prospects for future
growth in its business, earnings and share price;

     (b) the similar community banking cultures and business philosophies of
Regions and First Community, particularly with respect to community lending
philosophy, customer satisfaction, and efficiency and credit quality;

     (c) the likely impact of the proposed Merger on the employees and
customers of First Community and its subsidiaries, on the communities in which
First Community presently conducts its business, and on First Community's other
constituencies in view of Regions' commitment to community banking;

     (d) the Exchange Ratio in the Merger from a number of valuation
perspectives, as presented by BBCP, the current market value of approximately
$33 million (based on the closing price of Regions Common Stock on January 25,
1998) of the Merger to First Community's stockholders, and the annual dividend
increase from $.15 per share to $.50 per share on a pro from a basis that the
First Community stockholders would experience as a result of the Merger (see
"-- Opinion of First Community's Financial Advisor");

     (e) the opinion of BBCP that the Exchange Ratio is fair to First
Community's stockholders from a financial point of view (see "-- Opinion of
First Community's Financial Advisor");

     (f) the termination provisions of the Agreement applicable in the event of
a significant decline in the price of Regions Common Stock relative to a market
index prior to the consummation of the Merger (see "-- Waiver, Amendment, and
Termination of the Agreement");

     (g) the treatment of the Merger as a pooling of interests for financial
accounting purposes and as a tax-free reorganization for federal income tax
purposes (see "-- Certain Federal Income Tax Consequences of the Merger" and
"-- Accounting Treatment");

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

     (i) the alternatives to the Merger, including remaining an independent
institution in light of the current economic conditions of First Community's
markets; and 

     (j) the financial terms of recent business combinations in the financial
services industry and a comparison of multiples of selected combinations
with the terms of the proposed transaction with Regions.

     The terms of the Merger were the result of arms-length negotiations between
representatives of First Community and representatives of Regions. Based upon
the consideration of the foregoing factors, the Board of Directors of First
Community unanimously approved the Merger as being in the best interests of
First Community and its stockholders. Each member of the Board of Directors of
First Community has agreed to vote those shares of First Community Common Stock
over which such member has voting control (other than in a fiduciary capacity)
in favor of the Merger.

     First Community's Board of Directors unanimously recommends that First
Community stockholders vote for approval of the Agreement.

     Regions' Reasons for the Merger. In approving the Agreement and the
Merger, the Regions Board considered a number of factors concerning the
benefits of the Merger, including the following:

     (a) Information Concerning First Community:  The Regions Board considered
information concerning the business, operations, earnings, asset quality, and
financial condition of First Community, and aspects of the First Community
franchise including the market position of First Community in each of the
markets in which it operates and the compatibility of the community bank
orientation of the operations of First Community to that of Regions.  The
Regions Board concluded that First Community is a sound, well managed financial
institution which is well positioned in its market areas and which presents an
attractive opportunity for Regions to add to its franchise in the Georgia
market.

     (b) Financial Terms of the Merger:  The Regions Board considered various
financial aspects of the Merger as reported by Regions' management including
(i) the relationship of the value of the consideration issuable in the Merger to
the market value of First Community Common Stock, (ii) the anticipated effect of
the Merger on Regions' per share earnings (with the Merger anticipated to have
no significant effect on Regions' earnings per share), (iii) the anticipated
effect of the Merger on Regions book value per share (with the Merger
anticipated not to dilute significantly Regions book value per share), (iv) a
comparison of the pricing aspects of the Merger to pricing characteristics of
other merger transactions involving financial institutions, and (v) the
anticipated accounting treatment of the Merger as a pooling of interests.

     (c) Nonfinancial Terms of the Merger.  The Regions Board considered
various nonfinancial aspect of the Merger, including the treatment of the
Merger as a tax-free exchange of First Community Common Stock for Regions
Common Stock for federal income tax purposes and the likelihood of the Merger
being approved by applicable regulatory authorities without undue conditions or
delay.

     The foregoing discussion of the information and factors considered by the
Regions Board is not intended to be exhaustive but includes all material
factors considered by the Regions Board.  In reaching its determination to
approve the Merger and the Agreement, the Regions Board did not assign any
relative or specific weights to the foregoing factors, and individual directors
may have given differing weights to different factors.  After deliberating with
respect to the Merger and the other transactions contemplated by the Agreement,
and considering, among other things, the matters discussed above the Regions
Board determined that the Merger is in the best interests of Regions and its
stockholders and unanimously approved the Agreement.

OPINION OF FIRST COMMUNITY'S FINANCIAL ADVISOR

     First Community has retained BBCP to act as its financial advisor in
connection with the Merger. From time to time beginning in 1995, representatives
of BBCP participated in informal discussions with the senior management and
certain board members of First Community concerning strategies to enhance the
franchise 


                                       25
<PAGE>   31

value of the Company, the market for the sale of First Community should the
Board of First Community determine to explore the Company's affiliation options,
and the likely values stockholders of First Community could be expected to
realize upon the sale of First Community. In January 1998, these discussions
with senior management and the Board of Directors of First Community became more
specific and focused on the acquisition proposal First Community had received
from Regions. In those discussions, representatives of BBCP indicated that, in
their opinion, the implied valuation of the Regions' proposal appeared very
attractive. BBCP has undertaken its formal review of the terms of the Merger as
described below and has rendered its written opinion to the First Community
Board that, on the date of this Prospectus/Proxy Statement, based on the
information set forth therein, the Exchange Ratio is fair, from a financial
point of view, to the First Community stockholders.

     THE FULL TEXT OF BBCP'S WRITTEN OPINION IS ATTACHED AS APPENDIX B TO THIS
PROSPECTUS/PROXY STATEMENT AND IS INCORPORATED HEREIN BY REFERENCE. THE
DESCRIPTION OF THE OPINION SET FORTH HEREIN IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO APPENDIX B. FIRST COMMUNITY STOCKHOLDERS ARE URGED TO READ THE
OPINION IN ITS ENTIRETY FOR A DESCRIPTION OF THE PROCEDURES FOLLOWED,
ASSUMPTIONS MADE, MATTERS CONSIDERED, AND QUALIFICATIONS AND LIMITATIONS ON THE
REVIEW UNDERTAKEN BY BBCP IN CONNECTION THEREWITH.

     BBCP's opinion is directed to the First Community Board only and is
directed only to the Exchange Ratio and does not constitute a recommendation to
any First Community stockholder regarding how such stockholder should vote at
the Special Meeting.

     In arriving at its written opinion, BBCP, among other things: (i) analyzed
certain audited and unaudited financial statements and other information of
First Community and Regions; (ii) reviewed and discussed with appropriate
management personnel of First Community the past and current business activities
and financial results and the business and financial outlook of First Community,
(iii) reviewed the historical price and trading activity of the Common Stock of
First Community and Regions; (iv) compared certain financial and stock market
data relating to First Community and Regions with similar data of other publicly
held banking institutions considered to be potential alternative affiliation
candidates to Regions for First Community; (v) performed an analysis comparing
the pro forma consequences of the Merger to First Community stockholders with
respect to earnings per share, book value per share, and dividends per share
represented by the Regions Common Stock they will receive in the Merger to those
same measures represented by the First Community Common Stock they currently
hold; (vi) reviewed the prices paid in certain comparable acquisition
transactions of community banking institutions and the multiples of earnings and
book value and the level of deposit base premium received by the selling
institutions; (vii) reviewed the Merger Agreement and certain related documents;
(viii) considered the financial implications of certain other strategic
alternatives available to First Community; and (ix) performed such other
analyses as BBCP deemed appropriate.

     In conducting its analysis and arriving at its opinion, BBCP assumed and
relied upon, without independent verification, the accuracy and completeness of
the information it reviewed for the purposes of the opinion. BBCP also relied
upon the management of First Community with respect to the reasonableness and
achievability of the financial forecast (and the assumptions and bases
underlying such forecast) provided to it. First Community instructed BBCP that,
for the purposes of its opinion, BBCP should assume that such forecast will be
realized in the amounts and in the time periods currently estimated by the
management of First Community. BBCP also assumed, with First Community's
consent, that the aggregate allowances for loan losses for each of First
Community and Regions are adequate to cover such losses. BBCP is not an expert
in the evaluation of allowances for loan losses and has not reviewed any
individual credit files. BBCP did not make, nor was it furnished with,
independent valuations or appraisals of the assets or liabilities of either
First Community or Regions or any of their subsidiaries. BBCP did not, and was
not asked to, 


                                       26
<PAGE>   32

express any opinion about what the value of Regions Common Stock actually will
be when issued to the holders of First Community Common Stock pursuant to the
Merger or the price at which Regions Common Stock will trade subsequent to the
Merger. Moreover, First Community has informed BBCP, and BBCP has assumed, that
the Merger will be recorded utilizing pooling of interests accounting under
generally accepted accounting principles.

     No limitations were imposed by First Community or the First Community Board
on the scope of BBCP's investigation or the procedures to be followed by BBCP in
rendering its opinion. BBCP did not solicit major regional bank holding
companies for their indications of acquisition interest in First Community. The
opinion is necessarily based on economic, market, and other conditions as in
effect on, and the information made available to BBCP as of, the date of its
analysis.

     In arriving at the fairness, from a financial point of view, of the
consideration to be received by the stockholders of First Community, BBCP
developed an opinion of the value of First Community Common Stock should the
institution remain independent and analyzed such value in light of the premium
represented by the Exchange Ratio. In connection with rendering its opinion to
the First Community Board, BBCP also reviewed a variety of generally recognized
valuation methodologies and merger analyses and performed those which it
believed were most appropriate for developing its opinion of fairness, from a
financial point of view.

     The preparation of a fairness opinion involves various determinations of
the most appropriate and relevant methods of financial analysis and the
application of those methods to the particular circumstances, and, therefore,
such an opinion is not readily susceptible to summary description. In arriving
at its fairness opinion, BBCP did not attribute any particular weight to any
analysis or factor considered by it, but rather made qualitative judgments about
the significance and relevancy of each analysis and factor. None of the analyses
performed by BBCP was assigned a greater significance by BBCP than any other.
Accordingly, BBCP believes that its analyses must be considered as a whole and
that a review of selected portions of such analyses and the factors considered
therein, without considering all analyses and factors, could create a misleading
or incomplete view of the processes underlying its opinion and any conclusions
reached therein. In its analyses, BBCP made numerous assumptions with respect to
industry performance, general business and economic conditions, and other
matters, many of which are beyond First Community's and Regions' control. Any
estimates contained in BBCP's analyses are not necessarily indicative of actual
values or predictive of future results or values that may be significantly more
or less favorable than such estimates. Estimates of values of companies do not
purport to be appraisals or necessarily reflect the prices at which companies or
their securities actually may be sold. In addition, as described above, BBCP's
opinion was one of many factors taken into consideration by the First Community
Board in making its determination to approve the Merger Agreement.

     The following is a brief summary of analyses performed by BBCP in
connection with its original oral opinion delivered in January 1998 and its
written opinion delivered to the First Community Board and dated the date
hereof:

     Summary of Proposal. BBCP reviewed the terms of the proposed transaction as
reflected in the Merger Agreement, including the calculation of the market value
of the consideration represented by the Exchange Ratio. BBCP calculated that
based on the price of Regions Common Stock on January 27, 1998 and on June 12,
1998 of $39.063 and $39.750, respectively, an Exchange Ratio of 0.625 shares of
Regions Common Stock for each share of First Community Common Stock would
provide First Community stockholders a total valuation of $37.2 and $37.9
million and a per share value of $24.41 and $24.84 respectively.

     Market Value Premium Represented by the Exchange Ratio. BBCP calculated and
compared the market value of the consideration to be received by First Community
stockholders in the Merger on a per share 


                                       27
<PAGE>   33

basis to the trading price of First Community Common Stock during certain
historical periods prior to the public announcement of the Merger. BBCP noted
that the market value of the consideration to be received by First Community
stockholders in the Merger represented a premium of 8.5% and 35.1 % over the
closing trading price of First Community common shares on January 27, 1998 and
for the average of the 30 day period preceding such date. BBCP also noted that
the average trading volume in Regions Common Stock was significantly greater
than the trading volume in First Community.

     BBCP also calculated the market price performance of Region's Common Stock
from January 27, 1998 to June 12, 1998 in comparison to the market price
performance for an index of regional bank holding companies similar to Regions
(the "Index Group"). BBCP noted that since January 27, 1998, Regions Common
Stock has remained unchanged while the Index Group has appreciated 5.7% over the
same period.

     Indicated Value of First Community as an Independent Company. BBCP
undertook an analysis addressing the range of potential values which would be
implied if First Community were to remain independent. BBCP computed this range
of values based primarily on a discounted cash flow analysis, relying on
projections extrapolated from First Community's 1998 budget and its historical
performance. In this analytical methodology, BBCP assumed stockholders received,
in addition to the projected dividend stream, a terminal valuation at December
31, 2002 based upon a 2.30 times multiple of December 31, 2002 stated book value
and a 18.0 times multiple of earnings for such year. These amounts were
discounted at rates ranging from 10.0% to 14.0% and indicated net present values
to First Community stockholders on a per share basis ranging from $19.27 to
$23.06 if the Company were to remain independent through the year 2002.

     Per Share Merger Consequences Analysis. Based upon an Exchange Ratio of
0.625 shares of Regions Common Stock for each share of First Community Common
Stock and using the earnings estimates for First Community prepared by First
Community management and earnings estimates for Regions prepared by independent
securities analysts, BBCP compared the estimated 1998 and 1999 earnings per
share of First Community Common Stock on a stand-alone basis to the equivalent
pro forma earnings per share of Regions Common Stock which would be received in
the Merger. BBCP concluded that the Merger would result in an equivalent
earnings per share increase of 9.3% in 1998 and 6.2% in 1999 for First Community
stockholders in the combined company.

     BBCP also analyzed the impact of the Merger on the amount of fully diluted
book value represented by a share of First Community Common Stock. BBCP assumed
consummation of the Merger as of December 31, 1997. BBCP concluded that the
Merger would result in an increase of 8.1% in fully diluted book value on an
equivalent per share basis, respectively, for First Community stockholders
projected as of December 31, 1997.

     Finally, BBCP compared the amount of dividends expected to be paid on a
share of First Community Common Stock before the Merger to the level expected to
be paid on a pro forma basis reflecting the Merger. BBCP concluded that the
Merger would result in an increase of 310.7% in dividends per share for First
Community stockholders.

     Analysis of Selected Other Bank Mergers Involving Southeastern Community
Banks. BBCP reviewed fifteen mergers involving Georgia community banks and bank
holding companies announced between January 1, 1997 and January 27, 1998. BBCP
noted in particular the prices paid in these mergers as a multiple of earnings
and book values and the transaction premiums paid in excess of tangible book
value as a percentage of core deposits. BBCP also reviewed other data in
connection with each of these mergers, including the amount of total assets and
the capital level of the acquired institutions and the return on equity


                                       28
<PAGE>   34

and the return on assets of the acquired institutions. BBCP then compared this
data to that of First Community and to the value to be received by First
Community stockholders in the Merger as of January 28, 1998.

     This comparison yielded a range of transaction values as multiples of
latest twelve-months earnings per share of a low of 12.9 times and a high of
32.9 times and a median value of 18.0 times. The First Community multiple of
trailing earnings was 23.6 times. With regard to book value multiples, the
calculations yielded a range of transaction values as multiples of book value
per share of a low of 1.36 times to a high of 4.11 times and a median value of
2.19 times. The First Community multiple of book value was 3.47 times. Finally,
the calculations yielded a range of deposit base premiums paid from a low of
7.9% to a high of 49.1%, with a median value of 18.9%. The equivalent premium on
First Community deposits represented by the Exchange Ratio was 25.3%.

     No company or transaction used in the above analyses as a comparison is
identical to First Community, Regions, or the Merger. Accordingly, an analysis
of the results of the foregoing necessarily involves complex considerations and
judgments concerning differences in BBCP and operating characteristics of the
companies and other factors that could affect the public trading value of the
companies to which they are being compared. Mathematical analysis (such as
determining the average or median) is not, in itself, a meaningful method of
using comparable company data.

     BBCP is continually engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, private placements, and
valuations for estate, tax, corporate, and other purposes. First Community has
agreed to pay BBCP a fee of $20,000 for delivery of its written opinion and an
additional fee of $55,000 upon consummation of the Merger. No compensation
payable to BBCP is contingent on the conclusions reached in the opinion of BBCP.
First Community has also agreed to reimburse BBCP for reasonable
out-of-pocket-expenses and to indemnify BBCP and certain related persons against
certain liabilities relating to or arising out of its engagement.

EFFECTIVE TIME OF THE MERGER

     Subject to the conditions to the obligations of the parties to effect the
Merger, the Effective Time will occur on the date and at the time that the
Delaware Certificate of Merger and the Georgia Certificate of Merger relating to
the Merger are filed and declared effective with, respectively, the Delaware
Secretary of State and the Georgia Secretary of State. Unless otherwise agreed
upon by Regions and First Community, 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 Time 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 First Community
stockholders.

     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 First Community anticipate that all conditions
to consummation of the Merger will be satisfied so that the Merger can be
consummated during the third quarter of 1998. However, delays in the
consummation of the Merger could occur.

     The Board of Directors of either Regions or First Community generally may
terminate the Agreement if the Merger is not consummated by December 31, 1998,
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."


                                       29
<PAGE>   35

DISTRIBUTION OF REGIONS STOCK CERTIFICATES AND PAYMENT FOR FRACTIONAL SHARES

     Promptly after the Effective Time, Regions will cause an exchange agent
selected by Regions to mail to the former stockholders of First Community a form
letter of transmittal, together with instructions for the exchange of such
stockholders' certificates representing shares of First Community Common Stock
for certificates representing shares of Regions Common Stock.

     FIRST COMMUNITY 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 First Community Common Stock, together
with a properly completed letter of transmittal, there will be issued and mailed
to each holder of First Community 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 Time, to the extent permitted by law, First Community stockholders of
record as of the Effective Time 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 First Community Common Stock has been converted,
regardless of whether such stockholders have surrendered their First Community
Common Stock certificates. No dividend or other distribution payable after the
Effective Time with respect to Regions Common Stock, however, will be paid to
the holder of any unsurrendered First Community certificate until the holder
duly surrenders such certificate. Upon such surrender, all undelivered dividends
and other distributions and, if applicable, a check for the amount to be paid in
lieu of any fractional share interest will be delivered to such stockholder, in
each case without interest.

     The stock transfer books of First Community will be closed at the effective
time of the Merger, and after the Effective Time there will be no transfers of
shares of First Community Common Stock on First Community's stock transfer
books. If certificates representing shares of First Community Common Stock are
presented for transfer after the Effective Time, 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 Georgia Department, and the
expiration of all applicable waiting periods associated with these approvals,
without any conditions or restrictions that would, in the reasonable judgment of
Regions' Board of Directors, so materially adversely impact the economic
benefits of the transactions contemplated by the Agreement as to render
inadvisable the consummation of the Merger;

     (b) the approval of the Agreement by the holders of requisite number of
shares of First Community Common Stock;

     (c) the absence of any action by any court or governmental authority of
competent jurisdiction restricting, prohibiting, or making illegal the
consummation of the Merger and the other transactions contemplated by the
Agreement;

     (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, with the effects described under "--Federal Income Tax
Consequences of the Merger," including, among others, that the exchange of First
Community Common Stock for Regions Common Stock will not give rise to
recognition of gain or loss to First Community stockholders, except to the
extent of any cash received; and


                                       30
<PAGE>   36

     (e) filing with the NASD of notification for listing of additional shares
on the Nasdaq NMS for the shares of Regions Common Stock to be issued in the
Merger.

     Consummation of the Merger also is subject to the satisfaction or waiver of
various other conditions specified in the Agreement which are customary in
transactions of this nature, including, among others: (i) the delivery by
Regions and First Community of opinions of their respective counsel and
certificates executed by their respective duly authorized officers as to the
satisfaction of certain conditions and obligations set forth in the Agreement
and (ii) as of the Effective Time, 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 First Community 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,
which may be shortened by the Federal Reserve to the 15th day, 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 Georgia Department. In
its evaluation, the Georgia Department will take into account considerations
similar to those applied by the Federal Reserve.

WAIVER, AMENDMENT, AND TERMINATION OF THE AGREEMENT

     Prior to the Effective Time, 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
First Community approved by their respective Boards of Directors; provided,
however, that after approval by the First Community stockholders, no amendment
that pursuant to the Georgia Act requires further approval of the First
Community stockholders, including decreasing the consideration to be received by
First Community stockholders, may be made without the further approval of


                                       31
<PAGE>   37

such stockholders.

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

     (a) by the Board of Directors of either party upon final denial of any
required consent of any regulatory authority, if such denial is nonappealable or
was not appealed within the time limit for appeal, 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 holders of the
requisite number of shares of First Community Common Stock shall not have
approved the Agreement;

     (c) by mutual consent of the Boards of Directors of Regions and First
Community;

     (d) by the Board of Directors of either party (provided the terminating
party is not in material breach of any representation, warranty, covenant, or
agreement), in the event of any inaccuracy in any representation or warranty by
the other party which meets certain standards specified in the Agreement and
cannot be or has not been cured within 30 days after the giving of written
notice to the breaching party;

     (e) by the Board of Directors of either party (provided the terminating
party is not in material breach of any representation, warranty, covenant, or
agreement), in the event of a breach by the other party of any covenant or
agreement included in the Agreement that cannot be cured within 30 days after
giving notice to the breaching party; and

     (f) by the Board of Directors of either party if the Merger shall not have
been consummated by December 31, 1998, 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.

     The First Community Board has the right to terminate the Merger in certain
situations in which the price of Regions Common Stock declines significantly and
such decline is significantly greater than the overall decline of a selected
group of bank holding companies' stocks during the same time period. Termination
in such a situation can be avoided if Regions elects (at its sole discretion) to
adjust the Exchange Ratio according to a formula set forth in the Agreement. See
"--Possible Adjustment of Exchange Ratio."

     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 generally will not relieve the parties from
the consequences of any uncured willful breach of the Agreement giving rise to
such termination.

CONDUCT OF BUSINESS PENDING THE MERGER

     Each of First Community and Regions generally has agreed, unless the prior
written consent of the other party shall have been obtained, to operate its
business only in the usual, regular, and ordinary course, to preserve intact its
business organizations and assets and maintain its rights and franchises, and to
take no action which would materially adversely affect the ability of either
party to obtain any consents required for the Merger or to perform its covenants
and agreements under the Agreement and to consummate the Merger. The foregoing
shall not prevent Regions or any subsidiary of Regions from discontinuing or
disposing of any of its assets or business, or from acquiring or agreeing to
acquire any other entity or any assets thereof, if such action is, in the
judgment of Regions, desirable in the conduct of the business of Regions and its
subsidiaries. In addition, the Agreement includes certain other restrictions
applicable to the 


                                       32
<PAGE>   38

conduct of the business of either First Community or Regions prior to
consummation of the Merger, as described below.

     First Community. First Community has agreed not to take certain actions
relating to the operation of its business pending consummation of the Merger
without the prior written consent of a duly authorized officer of Regions.
Generally, First Community has agreed that, except as specifically contemplated
by the Agreement or previously disclosed to Regions, it will not:

     (a) amend the Articles of Incorporation, Bylaws, or other governing
instruments of First Community or the Bank;

     (b) incur, guarantee, or otherwise become responsible for, any additional
debt obligation or other obligation for borrowed money in excess of an aggregate
of $250,000 (for First Community and the Bank on a consolidated basis) except in
the ordinary course of the business of First Community and the Bank consistent
with past practices (which shall include creation of deposit liabilities,
purchases of federal funds, advances from the Federal Home Loan Bank or the
Federal Reserve Bank, and entry into repurchase agreements fully secured by U.S.
government or agency securities), or impose, or, with certain exceptions, suffer
the imposition, on any share of stock held by First Community or the Bank of any
lien or permit any such lien to exist;

     (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 First Community or the Bank, or declare or pay any dividend or
make any other distribution in respect of First Community Common Stock; provided
that First Community may (to the extent legally able to do so), but shall not be
obligated to, declare and pay regular cash dividends on the First Community
Common Stock in accordance with past practices as previously disclosed to
Regions;

     (d) except pursuant to the exercise of stock options outstanding as of the
date of the Agreement and pursuant to the terms thereof in existence on the date
of the Agreement, 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
First Community Common Stock or any other capital stock of First Community or
the Bank, or any stock appreciation rights, or any option, warrant, conversion,
or other right to acquire any such stock, or any security convertible into any
such stock;

     (e) adjust, split, combine, or reclassify any capital stock of First
Community or the Bank or issue or authorize the issuance of any other securities
in respect of or in substitution for shares of First Community Common Stock or
sell, lease, mortgage, or otherwise dispose of or otherwise encumber any shares
of capital stock of First Community's subsidiaries or any assets having in the
aggregate a book value in excess of $100,000, other than in the ordinary course
of business for reasonable and adequate consideration;

     (f) acquire direct or indirect control over, or invest in equity securities
of, any entity, other than in connection with foreclosures in the ordinary
course of business, or acquisitions of control by First Community in its
fiduciary capacity;

     (g) grant any increase in compensation or benefits to the employees or
officers of First Community or the Bank except as previously disclosed to
Regions or as required by law; pay any bonus except pursuant to the provisions
of any applicable program or plan adopted by its Board of Directors prior to the
date of this Agreement and previously disclosed to Regions; enter into or amend
any severance agreements with officers of First Community or the Bank except as
previously disclosed to Regions; grant any increase in fees or


                                       33
<PAGE>   39

other increases in compensation or other benefits to directors of First
Community or the Bank;

     (h) except as previously disclosed to Regions, enter into or amend any
employment contract between First Community or the Bank and any person (unless
such amendment is required by law) that First Community or the Bank does not
have the unconditional right to terminate without liability (other than
liability for services already rendered), at any time on or after the Effective
Time;

     (i) adopt any new employee benefit plan or program of First Community or
the Bank or make any material change in or to any existing employee benefit
plans or programs of First Community or the Bank 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;

     (j) make any significant change in any accounting methods, principles, or
practices or systems of internal accounting controls, except as may be necessary
to conform to changes in regulatory accounting requirements or generally
accepted accounting principles ("GAAP");

     (k) with certain exceptions, commence or settle any litigation for money
damages in excess of $25,000; or

     (l) except in the ordinary course of business, enter into or terminate any
material contract or make any change in any material lease or contract.

     In addition, First Community has agreed not to solicit, directly or
indirectly, any acquisition proposal from any other person or entity. First
Community 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, First Community
has agreed to use reasonable efforts to cause its advisors and other
representatives not to engage in any of the foregoing activities.

     Regions. Regions has agreed that without the prior written consent of a
duly authorized officer of First Community, it will not amend its certificate of
incorporation or bylaws in any manner which is adverse to, and discriminates
against, the holders of First Community Common Stock.

MANAGEMENT FOLLOWING THE MERGER

     Upon consummation of the Merger, the present officers and directors of
Regions will retain their respective positions with Regions. Information
pertaining to the directors and executive officers of Regions, executive
compensation, certain relationships and related transactions, and other related
matters is included in Regions' Annual Report on Form 10-K for the year ended
December 31, 1997, incorporated herein by reference. See "Documents Incorporated
by Reference."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

     The Agreement generally provides that Regions will, and will cause First
Community to, indemnify each person entitled to indemnification from First
Community or the Bank on terms no less favorable than the rights provided in the
Certificate of Incorporation or Bylaws of First Community or the Bank, as the
case may be, to the full extent permitted by Georgia Law and by First
Community's Articles of Incorporation or Bylaws or the rights otherwise in
effect on the date of the Agreement, for six years from the Effective Time with
respect to matters occurring at or prior to the Effective Time.

     The Agreement also provides that, after the Effective Time, Regions will
provide generally to officers


                                       34
<PAGE>   40

and employees of First Community and the Bank who, at or after the Effective
Time, become officers or employees of Regions or its subsidiaries, employee
benefits under employee benefit plans (other than stock option or other plans
involving the potential issuance of Regions Common Stock) 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 First Community or the
Bank prior to the Effective Time will be treated as service with Regions or its
subsidiaries. The Agreement further provides that Regions will cause First
Community to honor all employment, severance, consulting, and other compensation
contracts previously disclosed to Regions between First Community or the Bank
and any current or former director, officer, or employee, and all provisions for
vested amounts earned or accrued through the Effective Time under First
Community's benefit plans.

     As described above under " --Treatment of First Community Options," the
Agreement also provides that all rights with respect to First Community Common
Stock pursuant to stock options or stock appreciation rights granted by First
Community under its stock option and other stock-based compensation plans which
are outstanding at the Effective Time, whether or not then exercisable, will be
converted into and will become rights with respect to Regions Common Stock, and
Regions will assume each of such options in accordance with its terms.

     As of the Record Date, directors and executive officers of First Community
owned no shares of Regions Common Stock.

DISSENTING STOCKHOLDERS

     Pursuant to the provisions of Chapter 2, Article 13 of the Georgia Act, if
the Merger is consummated, any holder of record of First Community Common Stock
who (i) gives to First Community, prior to the vote at the Annual Meeting with
respect to the approval of the Agreement, written notice of such holder's intent
to demand payment for such holder's shares, and (ii) does not vote in favor
thereof, shall be entitled to receive, upon compliance with the statutory
requirements summarized below, the fair value of such holder's shares as of the
Effective Time, excluding any appreciation or depreciation in anticipation of
the Merger. A copy of the pertinent provisions of Chapter 2, Article 13 of the
Georgia Act is reproduced as Appendix C to this Proxy Statement/Prospectus.

     A stockholder of record may assert dissenters' rights as to fewer than all
the shares registered in such holder's name only if such holder dissents with
respect to all shares beneficially owned by any one beneficial stockholder and
such holder notifies First Community in writing of the name and address of each
person on whose behalf such holder asserts dissenters' rights. The rights of
such a partial dissenter are determined as if the shares as to which such holder
dissents and such holder's other shares were registered in the names of
different stockholders.

     The written objection requirement referred to above will not be satisfied
under the Georgia statutory provisions by merely voting against approval of the
Agreement by proxy or in person at the Annual Meeting. Any holder of First
Community Common Stock who returns a signed proxy but fails to provide
instructions as to the manner in which such shares are to be voted will be
deemed to have voted in favor of the transaction and will not be entitled to
assert dissenters' rights of appraisal. In addition to not voting in favor of
the Agreement, a stockholder wishing to preserve the right to dissent and seek
appraisal must give a separate written notice of such holder's intent to demand
payment for such holder's shares if the Merger is effected, as hereinabove
provided.

     Any written objection to the Agreement satisfying the requirements
discussed above should be addressed as follows: First Community Banking
Services, Inc, 300 South Peachtree Parkway, Peachtree City, Georgia


                                       35
<PAGE>   41

30269, Attention: Corporate Secretary.

     If the Merger is authorized at the Annual Meeting, First Community must
deliver a written dissenters' notice (the "Dissenters' Notice") to all holders
of First Community Common Stock who satisfied the foregoing requirements. The
Dissenters' Notice must be sent within ten days after the Effective Time and
must (i) state where the demand for payment must be sent and where and when
certificates for shares of First Community Common Stock must be deposited, (ii)
inform holders of uncertificated shares to what extent transfer of these shares
will be restricted after the demand for payment is received, (iii) set a date by
which First Community must receive the demand for payment (which date may not be
fewer than 30 nor more than 60 days after the Dissenters' Notice is delivered),
and (iv) be accompanied by a copy of Article 13 of the Georgia Act.

     A stockholder of record who receives the Dissenters' Notice must demand
payment and deposit such holder's certificates in accordance with the
Dissenters' Notice. Such stockholder will retain all other rights of a
stockholder until those rights are canceled or modified by the consummation of
the Merger. A record stockholder who does not demand payment or deposit such
holder's shares certificates where required, each by the date set in the
Dissenters' Notice, is not entitled to payment for such holder's shares under
Article 13.

     Except as described below, the surviving corporation resulting from the
Merger must, within ten days of the later of the Effective Time or receipt of a
payment demand, offer to pay to each dissenting stockholder who complied with
the payment demand and deposit requirements described above the amount the
surviving corporation estimates to be the fair value of such holder's shares,
plus accrued interest from the Effective Time. Such offer of payment must be
accompanied by (i) certain recent First Community financial statements, (ii) the
surviving corporation's estimate of the fair value of the shares, (iii) an
explanation of how the interest was calculated, (iv) a statement of the
dissenter's right to demand payment under Section 14-2-1327 of the Georgia Act,
and (v) a copy of the Article 13 of the Georgia Act. If the stockholder accepts
the surviving corporation's offer by written notice to the surviving corporation
within 30 days after the surviving corporation's offer, payment must be made
within 60 days after the later of the making of the offer or the Effective Time.

     If the Merger is not effected within 60 days after the date set forth
demanding payment and depositing share certificates, First Community must return
the deposited certificates and release the transfer restrictions imposed on
uncertificated shares. If, after such return and release, the Merger is
effected, the surviving corporation must send a new Dissenter's Notice and
repeat the payment demand procedure described above.

     Section 14-2-1327 of the Georgia Act provides that a dissenting stockholder
may notify the surviving corporation in writing of such holder's own estimate of
the fair value or such holder's shares and the interest due, and may demand
payment of such holder's estimate, if (i) such holder believes that the amount
offered by the surviving corporation is less than the fair value of such
holder's shares or that the interest due has been calculated incorrectly, or
(ii) First Community, having failed to effect the Merger, does not return the
deposited certificates or release the transfer restrictions imposed on
uncertificated shares within 60 days after the date set for demanding payment. A
dissenting stockholder waives such holder's right to demand payment under
Section 14-2-1327 unless such holder notifies the surviving corporation of such
holder's demand in writing within 30 days after the surviving corporation makes
or offers payment for such holder's shares. If the surviving corporation does
not offer payment within ten days of the later of the Effective Time or receipt
of a payment demand, then (i) the stockholder may demand the financial
statements and other information required to accompany the surviving
corporation's payment offer, and the surviving corporation must provide such
information within ten days after receipt of the written demand, and (ii) the
stockholder may notify the surviving corporation of such holder's own estimate
of the fair value of such holder's shares and the amount of interest due, and
may demand payment of that estimate.


                                       36
<PAGE>   42
     If a demand for payment under Section 14-2-1327 remains unsettled the
surviving corporation must commence a nonjury equity valuation proceeding in the
Superior Court of Fayette County, Georgia, within 60 days after receiving the
payment demand and must petition the court to determine the fair value of the
shares and accrued interest. If the surviving corporation does not commence the
proceeding within those 60 days, it is required to pay each dissenting
stockholder whose demand remains unsettled, the amount demanded. The surviving
corporation is required to make all dissenting stockholders whose demands remain
unsettled parties to the proceeding and to serve a copy of the petition upon
each dissenting stockholder. The court may appoint appraisers to receive
evidence and to recommend a decision on fair value. Each dissenting stockholder
made a party to the proceeding is entitled to judgment for the fair value of
such holder's shares plus interest to the date of judgment.

     The court in an appraisal proceeding commenced under the foregoing
provision must determine the costs of the proceeding, excluding fees and
expenses of attorneys and experts for the respective parties, and must assess
those costs against the surviving corporation, except that the court may assess
the costs against all or some of the dissenting stockholders to the extent the
court finds they acted arbitrarily, vexatiously, or not in good faith in
demanding payment under Section 14-2-1327. The court also may assess the fees
and expenses of attorneys and experts for the respective parties against the
surviving corporation if the court finds the surviving corporation did not
substantially comply with the requirements of specified provisions of Article 13
of the Georgia Act, or against either the surviving corporation or a dissenting
stockholder if the court finds that such party acted arbitrarily, vexatiously,
or not in good faith with respect to the rights provided by Article 13 of the
Georgia Act.

     If the court finds that the services of attorneys for any dissenting
stockholder were of substantial benefit to other dissenting stockholders
similarly situated, and that the fees for those services should not be assessed
against the surviving corporation, the court may award those attorneys
reasonable fees out of the amounts awarded the dissenting stockholders who were
benefitted. No action by any dissenting stockholder to enforce dissenters'
rights may be brought more than three years after the Effective Time, regardless
of whether notice of the Merger and of the right to dissent was given by First
Community or the surviving corporation in compliance with the Dissenters' Notice
and payment offer requirements.

     The foregoing is a summary of the material rights of a dissenting
stockholder of First Community, but is qualified in its entirety by reference to
Article 13 of the Georgia Act, included in Appendix C to this Prospectus/Proxy
Statement. Any First Community stockholder who intends to dissent from approval
of the Agreement should carefully review the text of such provisions and should
also consult with such holder's attorney. No further notice of the events giving
rise to dissenters' rights or any steps associated therewith will be furnished
to First Community stockholders, except as indicated above or otherwise required
by law.

     Any dissenting First Community stockholder who perfects such holder's right
to be paid the value of such holder's shares will recognize taxable gain or loss
upon receipt of cash for such shares for federal income tax purposes. See
"--Federal Income Tax Consequences of the Merger."

FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

     THE FOLLOWING IS A DISCUSSION OF THE MATERIAL FEDERAL INCOME TAX
CONSEQUENCES OF THE MERGER TO HOLDERS OF FIRST COMMUNITY COMMON STOCK. THE
DISCUSSION MAY NOT APPLY TO SPECIAL SITUATIONS, SUCH AS FIRST COMMUNITY
STOCKHOLDERS, IF ANY, WHO HOLD FIRST COMMUNITY COMMON STOCK OTHER THAN AS A
CAPITAL ASSET, WHO RECEIVED FIRST COMMUNITY COMMON STOCK UPON THE EXERCISE OF
EMPLOYEE STOCK OPTIONS OR OTHERWISE AS COMPENSATION, WHO HOLD FIRST COMMUNITY
COMMON STOCK AS PART OF A "STRADDLE" OR "CONVERSION TRANSACTION," OR WHO ARE
INSURANCE COMPANIES, SECURITIES DEALERS, FINANCIAL INSTITUTIONS OR FOREIGN
PERSONS, AND DOES NOT DISCUSS ANY ASPECTS OF STATE, LOCAL, OR FOREIGN TAXATION.
THIS DISCUSSION IS BASED UPON LAWS, REGULATIONS, RULINGS AND DECISIONS NOW IN
EFFECT 


                                       37
<PAGE>   43
     AND ON PROPOSED REGULATIONS, ALL OF WHICH ARE SUBJECT TO CHANGE (POSSIBLY
WITH RETROACTIVE EFFECT) BY LEGISLATION, ADMINISTRATIVE ACTION, OR JUDICIAL
DECISION. 

     NO RULING HAS BEEN OR WILL BE REQUESTED FROM THE INTERNAL REVENUE SERVICE
ON ANY MATTER RELATING TO THE TAX CONSEQUENCES OF THE MERGER. Instead,
consummation of the Merger is conditioned upon receipt by Regions and First
Community of an opinion from Alston & Bird LLP, special counsel to Regions,
concerning the material federal income tax consequences of the proposed Merger
under federal income tax law. Based upon the assumption that the Merger is
consummated in accordance with the Agreement and upon factual statements and
factual representations made by Regions and First Community, it is such firm's
opinion that:

     (a) The Merger will constitute a reorganization within the meaning of 
Section 368(a) of the Code.

     (b) The stockholders of First Community will recognize no gain or loss upon
the exchange in the Merger of their First Community Common Stock solely for
shares of Regions Common Stock.

     (c) The aggregate tax basis of the Regions Common Stock received by the
First Community stockholders in the Merger will, in each instance, be the same
as the aggregate tax basis of the First Community Common Stock surrendered in
exchange therefor, less the basis of any fractional share of Regions Common
Stock settled by cash payment.

     (d) The holding period of the Regions Common Stock received by the First
Community stockholders in the Merger will, in each instance, include the holding
period of the First Community Common Stock surrendered in exchange therefor,
provided that such First Community Common Stock is held as a capital asset at
the Effective Time.

     (e) The payment of cash to First Community 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) of the Code.

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

     THE TAX OPINION DOES NOT ADDRESS ANY STATE, LOCAL, FOREIGN, OR OTHER TAX
CONSEQUENCES OF THE MERGER. FIRST COMMUNITY STOCKHOLDERS SHOULD CONSULT THEIR
OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF THE PROPOSED
TRANSACTION TO THEM INDIVIDUALLY, INCLUDING TAX REPORTING REQUIREMENTS AND TAX
CONSEQUENCES UNDER STATE, LOCAL, OR FOREIGN 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 stated amounts.

     In order for the Merger to qualify for pooling-of-interests accounting
treatment, substantially all (90% or more) of the outstanding First Community
Common Stock must be exchanged for Regions Common


                                       38
<PAGE>   44

Stock with substantially similar terms. There are certain other criteria that
must be satisfied in order for the Merger to qualify as a pooling of interests,
some of which criteria cannot be satisfied until after the Effective Time. See
"Summary--Comparative Per Share Data" and "--Resales of Regions Common Stock."

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 REGIONS COMMON STOCK

     The Regions Common Stock to be issued to First Community 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, First Community (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 in accordance with a legal
opinion satisfactory to Regions that such sale or transfer is otherwise exempt
from the Securities Act registration requirements.

     Rule 145 promulgated under the Securities Act restricts the sale of Regions
Common Stock received in the Merger by affiliates and certain of their family
members and related interests. Under the rule, during the one-year period
following the Effective Time, affiliates of First Community may resell publicly
the Regions Common Stock received by them in the Merger subject to certain
limitations as to the amount of Regions Common Stock sold in any three-month
period and as to the manner of sale, and subject to the currency of Regions'
periodic reporting obligations under the 1934 Act. After the one-year period and
within two years following the Effective Time, affiliates of First Community who
are not affiliates of Regions may effect such resales subject only to the
currency of Regions' periodic reporting requirements. After two years, such
affiliates of First Community who are not affiliates of Regions may resell their
shares without restriction. Persons who are affiliates of Regions after the
Effective Time may publicly resell the Regions Common Stock received by them in
the Merger subject to similar limitations and subject to certain filing
requirements specified in SEC Rule 144. Affiliates will receive additional
information regarding the effect of Rule 145 on their ability to resell Regions
Common Stock received in the Merger. Affiliates also would be permitted to
resell Regions Common Stock received in the Merger pursuant to an effective
registration statement under the Securities Act or an available exemption from
the Securities Act registration requirements. This Proxy Statement/Prospectus
does not cover any resales of Regions Common Stock received by persons who may
be deemed to be affiliates of First Community or Regions.

     Each person who First Community reasonably believes will be an affiliate of
First Community 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.


                                       39
<PAGE>   45


                 EFFECT OF THE MERGER ON RIGHTS OF STOCKHOLDERS

     As a result of the Merger, holders of First Community Common Stock will be
exchanging their shares of a Georgia corporation governed by the Georgia Act and
First Community'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.
Significant differences exist between the rights of First Community stockholders
and those of Regions stockholders. The material differences are summarized
below. In particular, Regions' Certificate and Bylaws contain several provisions
that under certain circumstances may 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 Georgia Act
and the Delaware GCL as well as to Regions' Certificate and Bylaws and First
Community's Articles and Bylaws.

ANTITAKEOVER PROVISIONS GENERALLY

     The provisions of Regions' Certificate and Bylaws described below under the
headings, "--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," "--Special Meetings of Stockholders," "--Actions by Stockholders
Without a Meeting," "--Stockholder Nominations," 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 believes 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.


                                       40
<PAGE>   46

AUTHORIZED CAPITAL STOCK

     Regions. The Certificate authorizes the issuance of up to 240,000,000
shares of Regions Common Stock, of which 149,797,609 shares were issued as of
March 31, 1998, none of which were held as treasury shares, and 5,000,000 shares
of preferred stock, none of which are outstanding. At Regions' annual meeting of
stockholders scheduled for July 29, 1998, Regions' stockholders will vote on a
proposal to approve an increase in the number of authorized shares of Regions
Common Stock from 240,000,000 shares to 500,000,000 shares.  Regions' Board of
Directors may authorize the issuance of additional shares of Regions Common
Stock or preferred 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
Certificate does not provide preemptive rights to Regions stockholders.

     The authority to issue additional shares of Regions capital 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. Regions has committed not to
issue shares of preferred stock for any antitakeover purpose, including any
purpose to make a change in control of Regions more costly or difficult.

     First Community. First Community's authorized capital stock consists of
5,000,000 shares of First Community Common Stock, of which _______ shares were
issued and outstanding as of the Record Date, and 5,000,000 shares of preferred
stock, none of which are outstanding.

     Pursuant to the Georgia Act, First Community's Board of Directors may
authorize the issuance of additional shares of First Community Common Stock
without further action by First Community's stockholders. The Articles do not
provide the stockholders of First Community with preemptive rights to purchase
or subscribe to any unissued authorized shares of First Community Common Stock
or any option or warrant for the purchase thereof.

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 Common Stock.

     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 outstanding shares of
Regions Common Stock.

     First Community. The Georgia Act generally provides that a Georgia
corporation's articles of incorporation may be amended by the affirmative vote
of a majority of the shares entitled to vote thereon, 


                                       41
<PAGE>   47

unless the articles of incorporation provide for a higher or lower voting
requirement. The Articles provide that certain provisions therein (generally
pertaining to authorized capital stock, amending the Bylaws, electing and
removing directors, actions stockholders may take without a meeting, special
meetings, and business combinations) require the affirmative vote of 80% of the
voting power of the corporation, excluding shares owned by an "interested
shareholder", as defined in the Articles, or by the holders of a majority of the
outstanding shares when such action is approved by a majority of "Continuing
Directors" then in office).

     First Community's Bylaws provide that the Bylaws may be altered, amended,
repealed or rescinded or new Bylaws adopted by a majority vote of the directors
or by the vote of not less than 80% of the voting power of all outstanding
shares.

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 are elected each year;
consequently, two annual meetings are effectively required 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. 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,
therefore, 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.

     First Community. Like Regions' Certificate, the Articles provide that the
Board of Directors is divided into three classes with the directors in each
class serving a three-year term of office, and the Articles do not provide for
cumulative voting rights in the election of directors.

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 at least 75% of Regions' voting stock.

     First Community. Pursuant to the Articles, any director may be removed only
for cause by the holders of not less than two-thirds of the outstanding stock
entitled to vote for the election of directors. However, when such a removal is
approved by a majority of Continuing Directors then in office, only a majority
of the outstanding shares entitled to vote for the election of directors is
required for approval of such removal.


                                       42
<PAGE>   48

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 such director's 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.

      First Community. The Georgia Act permits a corporation's articles of
incorporation to relieve directors from liability for monetary damages for any
action taken, or any failure to take any action, as a director, except liability
for (i) any appropriation, in violation of the director's duties, of any
business opportunity of the corporation; (ii) acts or omissions that involve
intentional misconduct or a knowing violation of law; (iii) liability under
Section 14-2-832 (or any successor provision or redesignation thereof) of the
Georgia Act; and (iv) any transaction from which the director received an
improper personal benefit. The Articles provide that First Community directors
shall not be liable for money damages for breach of duty as a director to the
fullest extent permitted by the Georgia Act.

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 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 indemnification 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 such person in connection therewith.

      First Community. Under First Community's bylaws, First Community must
indemnify persons who are parties to any civil, criminal, administrative or
investigative action, suit or proceeding by reason of the fact that such person
was or is a director of the First Community. Except as noted below, directors
are indemnified against expenses (including but not limited to attorneys' fees
and court costs), and against any 


                                       43
<PAGE>   49

judgments, fines and amounts paid in settlement actually and reasonably incurred
by them. Directors also are entitled to have the First Community advance any
such expenses prior to final disposition of the proceeding, upon an undertaking
to repay the First Community if it is ultimately determined that they are not
entitled to indemnification. Directors will not be indemnified against expenses,
judgments, fines and amounts paid in settlement attributable to circumstances as
to which, under applicable provisions of the Georgia Act as in effect from time
to time, such indemnification may not be authorized by action of the Board, the
stockholders, or otherwise. The Georgia Act currently provides that a director
may not be indemnified for liability resulting from (i) any appropriation, in
violation of his duties, of any business opportunity of the First Community,
(ii) acts or omissions involving intentional misconduct or a knowing violation
of law, (iii) the types of liability set forth in Section 14-2-832 of the
Georgia Act, or (iv) any transaction from which the director receives an
improper personal benefit.

SPECIAL MEETINGS OF STOCKHOLDERS

     Regions. Regions' Certificate and Bylaws provide that special meetings of
stockholders 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.

      First Community. Under the Articles, a special meeting of stockholders may
be called by a majority of the members of the Board of Directors, by the
Chairman of the Board, or by the holders of at least two-thirds of the voting
power of all outstanding shares of the corporation.

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 meeting or special meeting called
by the Board of Directors, chief executive officer, or secretary, even if a
majority of the stockholders were in favor of such action.

      First Community. Under First Community's Bylaws, no action requiring or
permitting stockholder approval may be approved by the written consent of
stockholders unless such action requiring or permitting stockholder approval is
approved by a majority of the "Continuing Directors" then in office, in which
case the action may be approved by the holders of outstanding shares having the
minimum voting power necessary to authorize or take such action at a meeting of
stockholders.

STOCKHOLDER NOMINATIONS

     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 


                                       44
<PAGE>   50

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.

     First Community. Neither First Community's Articles nor Bylaws contains
any provisions governing or restricting the means by which stockholders may
nominate individuals to be directors of the corporation.

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 Board of Directors after the party becomes such a 5.0% beneficial owner. In
addition, the Delaware GCL generally requires the approval of a majority of the
outstanding voting stock of Regions to effect (i) any merger or consolidation
with or into any other corporation, (ii) any sale, lease, or exchange of all or
substantially all of Regions property and assets, or (iii) the dissolution of
Regions. However, pursuant to the Delaware GCL, Regions may enter into a merger
transaction without stockholder approval if (i) Regions is the surviving
corporation, (ii) the agreement of merger does not amend in any respect Regions'
Certificate, (iii) each share of Regions stock outstanding immediately prior to
the effective date of the merger is to be an identical outstanding or treasury
share of Regions after the effective date of the merger, and (iv) either no
shares of Regions Common Stock and no shares, securities, or obligations
convertible into such stock are to be issued or delivered under the plan of
merger, or the authorized unissued shares or the treasury shares of Regions
Common Stock to be issued or delivered under the plan of merger plus those
initially issuable upon conversion of any other shares, securities, or
obligations to be issued or delivered under such plan do not exceed 20% of the
shares of Regions Common Stock outstanding immediately prior to the effective
date of the merger.

     First Community. The Georgia Act generally provides that such transactions
require the approval by the corporation's board of directors and by a majority
of the corporation's outstanding shares. Neither First Community's Articles nor
Bylaws include provisions that alter the vote required to approve the Merger.

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 to include,
generally, mergers, sales and leases of assets, issuances of securities, and
similar transactions) by Delaware corporations with an "interested stockholder"
(as defined in Section 203 to include, 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 


                                       45
<PAGE>   51

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.

     First Community. The Articles provide that certain business combination
transactions involving an "interested shareholder", , may not be consummated
unless approved by the affirmative vote of either (i) 80% of the outstanding
voting stock or (ii) a majority of the voting power of outstanding voting stock
in the case of a transaction either (a) approved by a majority of the Continuing
Directors then in office or (b) meeting certain pricing conditions.

DISSENTERS' RIGHTS

     Regions. The rights 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.

     First Community. The rights of dissenting stockholders under Georgia law
are generally similar to those afforded under the Delaware GCL. A summary of the
pertinent provisions of the Georgia Act pertaining to dissenters' rights is set
forth under the caption "Description of the Transaction--Dissenting
Stockholders," and such provisions are included as Appendix C.

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.

     First Community. Pursuant to the Georgia Act, upon written notice of a
demand to inspect corporate records, a stockholder is entitled to inspect
specified corporate records, including articles of incorporation and bylaws,
minutes of stockholder meetings and certain resolutions adopted at director
meetings, stockholder list, and all stockholder communications for the preceding
three years, including financial statements. Upon demonstration of a proper
purpose, a stockholder may be entitled to inspect other corporate records.


                                       46
<PAGE>   52

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 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 "Certain Regulatory Considerations--Payment of Dividends."

     First Community. Pursuant to the Georgia Act, a board of directors may
from time to time make distributions to its stockholders, subject to
restrictions in its articles of incorporation, provided that no distribution may
be made if, after giving it effect, (i) the corporation would not be able to pay
its debts as they become due in the usual course of business, or (ii) the
corporation's total assets would be less than the sum of its total liabilities
plus (unless the articles of incorporation permit otherwise) the amount that
would be needed, if the corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of
stockholders whose preferential rights are superior to those receiving the
distribution.



                                       47
<PAGE>   53


                     COMPARATIVE MARKET PRICES AND DIVIDENDS

     Regions Common Stock and First Community Common Stock are listed for
quotation on the Nasdaq system. Regions Common Stock is quoted on the Nasdaq
National Market under the symbol "RGBK" and First Community Common Stock is
quoted on the Nasdaq Small Cap Market under the symbol "FCBS." The following
table sets forth, for the indicated periods, the high and low closing sale
prices for Regions Common Stock and the high and low closing bid and asked
prices for First Community Common Stock as reported by Nasdaq, and the cash
dividends declared per share of Regions Common Stock and First Community Common
Stock for the indicated periods. The amounts indicated for Regions have been
adjusted to reflect a 2-for-1 stock split effected by Regions on June 13, 1997,
and the amounts indicated for First Community have been adjusted to reflect a
2-for-1 stock split effected by First Community on February 20, 1998.

<TABLE>
<CAPTION>
                                                                                        FIRST COMMUNITY
                                                                                 PRICE RANGE
                                              REGIONS                            -----------
                                  PRICE RANGE        CASH DIVIDENDS           BID             ASKED       CASH DIVIDENDS
                                  -----------           DECLARED              ---             -----          DECLARED
                                     HIGH      LOW      PER SHARE        HIGH     LOW      HIGH    LOW       PER SHARE
                                     ----      ---      ---------        ----     ---      ----    ---       ---------
<S>                               <C>         <C>    <C>                 <C>      <C>      <C>     <C>    <C>
1996
First Quarter ................      $24.00    $20.38      $.175          $ 8.39   $ 8.39   $ 9.75  $ 9.75      $ --
Second Quarter ...............       24.19     21.13       .175            8.81     8.39    10.00    9.53       .13
Third Quarter.................       24.32     21.82       .175            8.81     8.69    10.13   10.00        --
Fourth Quarter................       26.88     24.38       .175           10.95     9.41    12.14   10.47        --

1997
First Quarter.................       30.94     25.69        .20           11.19     9.77    12.63   10.95        --
Second Quarter................       33.25     27.38        .20           11.19    10.72    12.50   12.14       .15
Third Quarter.................       39.13     32.06        .20           12.38    11.19    12.86   12.50        --
Fourth Quarter................       44.75     36.56        .20           15.13    14.50    17.50   15.75        --

1998
First Quarter.................       43.50     37.94        .23           24.63    20.88    25.25   22.00        --
Second Quarter................       45.25     38.66        .23           26.44    23.63    26.75   24.38       .15
Third Quarter (through
    _______, 1998) ...........
</TABLE>

     On _______, 1998, the last reported sale price of Regions Common Stock and
the average of the last reported bid and asked prices of First Community Common
Stock, as reported on NASDAQ, were $ _______ and $ _______, respectively. On
February 12, 1998, the last business day prior to public announcement of the
proposed Merger, the last reported sale price of Regions Common Stock and the
average of the last reported bid and asked prices of First Community Common
Stock, as reported on NASDAQ, were $ 38.44 and $ 23.88, 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' 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.


                                       48
<PAGE>   54

     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. Regions' subsidiary depository institutions
are subject to certain legal restrictions on the amount of dividends they are
permitted to pay. See "Certain Regulatory Considerations--Payment of Dividends."

     The holders of First Community Common Stock are entitled to receive
dividends when and if declared by the Board of Directors out of funds legally
available therefor.  First Community has paid regular annual dividends since
1994.  The declaration and payment of dividends depends upon business
conditions, operating results, capital and reserve requirements, and the Board
of Directors' consideration of other relevant factors.

     First Community is a legal entity separate and distinct from the Bank and
its revenues depend in significant part of the payment of dividends from the
Bank.  The Bank is subject to certain legal restrictions on the amount of
dividends it is permitted to pay.  See "Certain Regulatory Conditions--Payment
of Dividends."


                           BUSINESS OF FIRST COMMUNITY

      First Community is a bank holding company organized under the laws of the
state of Georgia with its principal executive office located in Peachtree City,
Georgia. First Community operates principally through the Bank, which is a
state-chartered commercial bank and which provides a range of consumer and
commercial banking services through three offices in Fayette County, Georgia. At
March 31, 1998, First Community had total consolidated assets of approximately
$124.0 million, total consolidated deposits of approximately $110.7 million, and
total consolidated stockholders' equity of approximately $11.2 million. First
Community's principal executive office is located at 300 South Peachtree
Parkway, Peachtree City, Georgia 30269 and its telephone number at such address
is (770) 631-2265.

     Additional information with respect to First Community and the Bank is
included in documents incorporated by reference in this Proxy
Statement/Prospectus. Copies of such documents, including First Community's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997, as
amended, and First Community's Quarterly Report on Form 10-QSB for the quarter
ended March 31, 1998, accompany this Proxy Statement/Prospectus.


VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS OF FIRST COMMUNITY

     The following table sets forth certain information concerning the
beneficial owners of more than 5.0% of First Community Common Stock, as of the
Record Date.


<TABLE>
<CAPTION>
                               NAME AND ADDRESS                  AMOUNT AND NATURE OF         PERCENT OF
TITLE OF CLASS                OF BENEFICIAL OWNER                BENEFICIAL OWNERSHIP          CLASS (1)
- --------------                -------------------                --------------------         ----------
<S>                           <C>                                <C>                          <C>    
Common Stock                  Enrico A. Stanziale                     72,707(2)                 5.3%
                              P.O. Box 266
                              Sharpsburg, GA  30277
</TABLE>

(1)  The information shown above is based upon information furnished by the
     named persons. Information relating to beneficial ownership is based upon
     "beneficial ownership" concepts set forth in rules promulgated under the
     Exchange Act. Under such rules a person is deemed to be a "beneficial
     owner" of a security if that person has or shares "voting power," which
     includes the power to vote or to direct the voting of such security, or
     "investment power," which includes the power to dispose or to direct the
     disposition of such security. A person is also deemed to be a beneficial
     owner of any security of which that person has the right to acquire
     beneficial ownership within 60 days. Under the rules, more than one person
     may be deemed to be a beneficial owner of the same securities, and a person
     may be deemed to be a beneficial owner of securities as to which he or she
     has no beneficial interest. The shares of First Community Common Stock
     issuable upon exercise of outstanding options held by a person are assumed
     to be outstanding for the purpose of determining the percentage of shares
     beneficially owned by that person.


                                       49
<PAGE>   55

(2)  Includes 4,411 shares subject to options exercisable within 60 days granted
     pursuant to First Community's 1994 Stock Option Plan.



                                       50
<PAGE>   56

                               BUSINESS OF REGIONS


GENERAL

     Regions is a regional bank holding company organized and existing under the
laws of the state of Delaware and headquartered in Birmingham, Alabama, with
approximately 500 banking offices located in Alabama, Florida, Georgia,
Louisiana, South Carolina, and Tennessee as of March 31, 1998. At that date,
Regions had total consolidated assets of approximately $25.6 billion, total
consolidated deposits of approximately $20.3 billion and total consolidated
stockholders' equity of approximately $2.1 billion. Regions has banking-related
subsidiaries engaged in mortgage banking, credit life insurance, leasing, and
securities brokerage activities with offices in various Southeastern states.
Through its subsidiaries, Regions offers a broad range of banking and
banking-related services.

     Regions was organized under the laws of the state of Delaware and commenced
operations in 1971 under the name First Alabama Bancshares, Inc. In 1994, the
name of First Alabama Bancshares, Inc. was changed to Regions Financial
Corporation. Regions' principal executive offices are located at 417 North 20th
Street, Birmingham, Alabama 35203, and its telephone number at such address is
(205) 326-7100.

      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."

ACQUISITION ACTIVITY

     Since December 31, 1997, and as of the date of this Proxy
Statement/Prospectus, Regions has completed the acquisitions of six financial
institutions (the "Recently Completed Acquisitions") and has entered into
definitive agreements or letters of intent to acquire six financial institutions
in addition to the Merger (the "Other Pending Acquisitions"). Certain aspects of
the completed and other pending acquisitions are presented in the following
table:


                                       51
<PAGE>   57

<TABLE>
<CAPTION>
                                                                                  CONSIDERATION
                                                                                  -------------
                                                                   APPROXIMATE
                                                                -----------------                     ACCOUNTING
                      INSTITUTION                           ASSET SIZE(1)    VALUE(1)      TYPE        TREATMENT
                      -----------                           -------------    --------      ----        ---------
                                                                   (In millions)
<S>                                                         <C>              <C>          <C>         <C>    
Recently Completed Acquisitions:

Greenville Financial Corporation, located in                   $  134        $   34       Regions       Pooling
Greenville, South Carolina                                                                Common          of
                                                                                           Stock       Interests

PALFED, Inc., located in Aiken,                                   665           145       Regions       Pooling
South Carolina                                                                            Common          of
                                                                                           Stock       Interests

First United Bancorporation, located in Anderson, South           292            80       Regions       Pooling
Carolina                                                                                  Common          of
                                                                                           Stock       Interests

St. Mary Holding Corporation, located in Franklin,                113            31       Regions       Pooling
Louisiana                                                                                 Common          of
                                                                                           Stock       Interests

Key Florida Bancorp, Inc., located in Bradenton, Florida          212            39       Regions       Pooling
                                                                                          Common          of
                                                                                           Stock       Interests
 
First State Corporation, located in Albany, Georgia               540           161       Regions       Pooling
                                                                                          Common          of
                                                                                           Stock       Interests

Other Pending Acquisitions:

Etowah Bank, located in Canton, Georgia                           432           117       Regions       Pooling
                                                                                          Common          of
                                                                                           Stock       Interests

First Commercial Corporation, located in Little Rock,           6,887         2,587       Regions       Pooling
Arkansas                                                                                  Common          of
                                                                                           Stock       Interests

Jacobs Bank, located in Scottsboro, Alabama                       190            53       Regions       Pooling
                                                                                          Common          of
                                                                                           Stock       Interests

Village Bankshares, Inc., located in Tampa, Florida               199            55       Regions       Pooling
                                                                                          Common          of
                                                                                           Stock       Interests

VB&T Bancshares Corporation, located in Valdosta, Georgia          75            18       Regions       Pooling
                                                                                          Common          of
                                                                                           Stock       Interests

Meigs County Bancshares, Inc. located in Decatur, Tennessee       103            19       Regions       Pooling
                                                                                          Common          of
                                                                                           Stock       Interests
</TABLE>

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

(1)  Calculated as of the date of consummation in the case of the completed
     acquisitions and as of the date of 


                                       52
<PAGE>   58

     announcement of the transaction in the case of pending acquisitions.

     Consummation of the Other Pending Acquisitions is subject to the approval
of certain regulatory agencies, approval of the stockholders of the institutions
to be acquired, and, in the case of the First Commercial Acquisition, approval
of the stockholders of Regions. Moreover, the closing of each transaction is
subject to various contractual conditions precedent. No assurance can be given
that the conditions precedent to consummating the transactions will be satisfied
in a manner that will result in their consummation.

     If the Other Pending Acquisitions and the Merger had been consummated on
March 31, 1998, as of that date Regions' total consolidated assets would have
been increased by approximately $8.5 billion to approximately $34.1 billion; its
total consolidated deposits would have increased by approximately $7.3 billion
to approximately $27.6 billion; and its total consolidated stockholders' equity
would have increased by approximately $666 million to approximately $2.8
billion.

     For additional information concerning the First Commercial Acquisition, see
"Recent Developments--First Commercial Corporation Acquisition."



                                       53
<PAGE>   59


                        CERTAIN REGULATORY CONSIDERATIONS

     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 and First Community. Additional
information is available in Regions' Annual Report on Form 10-K for the fiscal
year ended December 31, 1997. See "Documents Incorporated by Reference."

GENERAL

     Regions and First Community are both bank holding companies registered with
the Federal Reserve under the BHC Act. As such, Regions and its nonbank
subsidiaries and First Community 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 any 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.

     The BHC Act, as amended by the interstate banking provisions of the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
"Interstate Banking Act"), permits any bank holding company located in Alabama
to acquire a bank located in any other state, and any bank holding company
located outside Alabama to acquire any Alabama-based bank, regardless of state
law to the contrary, subject to certain deposit-percentage, aging requirements,
and other restrictions. The Interstate Banking Act also generally provides that,
after June 1, 1997, national and state-chartered banks may branch interstate
through acquisitions of banks in other states, unless a state "opted out" and
prohibited interstate branching altogether. None of the states in which the
banking subsidiaries of Regions or First Community are located has "opted out."
Accordingly, Regions has the ability to and intends to consolidate all of its
bank subsidiaries into a single bank with interstate branches, and has commenced
a consolidation program to that end.

     The BHC Act generally prohibits Regions and First Community 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.


                                       54
<PAGE>   60

     Each of the subsidiary depository institutions of Regions and First
Community is a member of the Federal Deposit Insurance Corporation (the "FDIC")
and, as such, its deposits are insured by the FDIC to the extent provided by
law. Each such subsidiary 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.

      The regulatory agencies having supervisory jurisdiction over the
respective subsidiary institutions of Regions and First Community (the FDIC and
the applicable state authority in the case of state-chartered nonmember banks
and the OTS in the case of federally chartered thrift institutions) regularly
examine the operations of such institutions and have authority to approve or
disapprove mergers, consolidations, the establishment of branches, and similar
corporate actions. The federal and state banking regulators also have the power
to prevent the continuance or development of unsafe or unsound banking practices
or other violations of law.

PAYMENT OF DIVIDENDS

     Regions and First Community are legal entities separate and distinct from
their banking, thrift, and other subsidiaries. The principal sources of cash
flow of both Regions and First Community, including cash flow to pay dividends
to their respective stockholders, are dividends from their subsidiary depository
institutions. There are statutory and regulatory limitations on the payment of
dividends by these subsidiary depository institutions to Regions and First
Community, as well as by Regions and First Community to their stockholders.

     As to the payment of dividends, the Bank and all of Regions'
state-chartered banking subsidiaries are subject to the respective laws and
regulations of the state in which the bank is located, and to the regulations of
the bank's primary federal regulator. Regions' thrift subsidiary is subject to
the OTS' capital distributions regulation.

     If, in the opinion of the federal banking regulatory agency, a depository
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
depository institution, could include the payment of dividends), such agency may
require, after notice and hearing, that such institution cease and desist from
such practice. The federal banking agencies have indicated that paying dividends
that deplete a depository institution's capital base to an inadequate level
would be an unsafe and unsound banking practice. Under current federal law, an
insured institution may not pay any dividend if payment would cause it to become
undercapitalized or if it already is undercapitalized. See "--Prompt Corrective
Action." Moreover, the federal agencies have issued policy statements which
provide that bank holding companies and insured banks should generally pay
dividends only out of current operating earnings.

     At March 31, 1998, under dividend restrictions imposed under federal and
state laws, the subsidiary depository institutions of Regions and First
Community, without obtaining governmental approvals, could declare aggregate
dividends to Regions and First Community of approximately $172 million and
$581,000 respectively.

     The payment of dividends by Regions and First Community and their
subsidiary depository institutions may also be affected or limited by other
factors, such as the requirement to maintain adequate capital above regulatory
guidelines.


                                       55
<PAGE>   61

CAPITAL ADEQUACY

      Regions, First Community, and their respective subsidiary depository
institutions are required to comply with the capital adequacy standards
established by the Federal Reserve in the case of Regions and First Community
and the appropriate federal banking regulator in the case of each of their
subsidiary depository institutions. 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 minimum guideline for the ratio (the "Total Capital 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 Total Capital must be composed of common equity, undivided profits,
minority interests in the equity accounts of consolidated subsidiaries,
qualifying 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 certain subordinated
debt, certain hybrid capital instruments and other qualifying preferred stock,
and a limited amount of loan loss reserves ("Tier 2 Capital"). At March 31,
1998, Regions' consolidated Total Capital Ratio and its Tier 1 Capital Ratio
(i.e., the ratio of Tier 1 Capital to risk-weighted assets) were 12.98% and
10.63%, respectively, and First Community's consolidated Total Capital and Tier
1 Capital Ratios were 12.2% and 11.0%, 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 an
additional cushion of 100 to 200 basis points above the stated minimums. 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 indicators of capital strength in evaluating proposals
for expansion or new activities. Regions' and First Community's respective
Leverage Ratios at March 31, 1998 were 7.62% and 8.7%.

     Each of Regions' and First Community's subsidiary depository institutions
is subject to risk-based and leverage capital requirements adopted by its
federal banking regulator, which are substantially similar to those adopted by
the Federal Reserve. Each of the subsidiary depository institutions was in
compliance with applicable minimum capital requirements as of March 31, 1998.
Neither Regions, First Community, nor any of their subsidiary depository
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 or thrift
institution to a variety of enforcement remedies, including issuance of a
capital directive, the termination of deposit insurance by the FDIC, a
prohibition on the taking of brokered deposits, and to certain other
restrictions on its business. As described below, substantial additional
restrictions can be imposed upon FDIC-insured depository institutions that fail
to meet applicable capital requirements. See "--Prompt Corrective Action."

     The Federal Reserve, the OCC, and the FDIC also have recently adopted final
regulations requiring regulators to consider interest rate risk (the risk
created when the interest rate sensitivity of an institution's assets does not
match the sensitivity of its liabilities or its off-balance-sheet position) in
the evaluation of a bank's capital adequacy. The bank regulatory agencies'
methodology for evaluating interest rate risk requires banks with excessive
interest rate risk exposure to hold additional amounts of capital against such
exposures. 


                                       56
<PAGE>   62

The OTS also includes an interest-rate risk component in its risk-based capital
guidelines for savings associations that it regulates.

PROMPT CORRECTIVE ACTION

     Current federal law establishes a system of prompt corrective action to
resolve the problems of undercapitalized institutions. Under this system the
federal banking regulators have established five capital categories ("well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized," and "critically undercapitalized") and must 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, current federal
law requires the banking regulator to appoint a receiver or conservator for an
institution that is critically undercapitalized.

     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 1 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 1 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 1 Capital Ratio of less than 4.0%, or a 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 1 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 1 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.

     An institution that is categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized is required to submit an
acceptable capital restoration plan to its appropriate federal banking agency. 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 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 the law.

     At March 31, 1998, all of the subsidiary depository institutions of Regions
and First Community had the requisite capital levels to qualify as well
capitalized.

FDIC INSURANCE ASSESSMENTS

     The FDIC currently uses 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 risk-


                                       57
<PAGE>   63

based assessment system, which went into effect on January 1, 1994, 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, there are nine
assessment risk classifications (i.e., combinations of capital groups and
supervisory subgroups) to which different assessment rates are applied.

     In 1996, the FDIC imposed a special one-time assessment of approximately
65.7 basis points (0.657%) on a depository institution's assessable deposits
insured by the Savings Association Insurance Fund ("SAIF") held as of March 31,
1995 (or approximately 52.6 basis points on SAIF deposits acquired by banks in
certain qualifying transactions), and adopted revisions to the assessment rate
schedules that would generally eliminate the disparity between assessment rates
applicable to the deposits insured by the Bank Insurance Fund ("BIF") and the
SAIF. Regions anticipates that the net effect of the decrease in the premium
assessment rate on SAIF deposits will result in a reduction in its total deposit
insurance premium assessments through 1999 as compared to years prior to 1997,
assuming no further changes in announced premium assessment rates. Regions and
First Community each recorded a charge against earnings for the special
assessment in 1996 in the pre-tax amounts of approximately $21.0 million and
$167,000, respectively.

     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.



                       DESCRIPTION OF REGIONS COMMON STOCK

     Regions is authorized to issue 240,000,000 shares of Regions Common Stock,
of which 149,797,609 shares were issued at March 31, 1998, none of which were
held as treasury shares, and 5,000,000 shares of preferred stock, none of which
are outstanding. No other class of stock is authorized.  At Regions' annual
meeting of stockholders scheduled for July 29, 1998, Regions' stockholders will
vote on a proposal to approve an increase in the number of authorized shares of
Regions Common Stock from 240,000,000 shares to 500,000,000 shares.

     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
therefor. The ability of Regions to pay dividends is affected by the ability of
its subsidiary institutions to pay dividends, which is limited by applicable
regulatory requirements and capital guidelines. At March 31, 1998, under such
requirements and guidelines, Regions' subsidiary institutions had $172 million
of undivided profits legally available for the payment of dividends. See
"Certain Regulatory Considerations--Payment of Dividends."

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



                                       58
<PAGE>   64

                              STOCKHOLDER PROPOSALS

     Regions expects to hold its next annual meeting of stockholders after the
Merger during May 1999. Under SEC rules, proposals of Regions stockholders
intended to be presented at that meeting must be received by Regions at its
principal executive offices within a reasonable time prior to mailing of
Regions' 1999 annual meeting proxy statement, for consideration by
Regions for possible inclusion in such proxy statement.



                                     EXPERTS

     The consolidated financial statements of Regions at December 31, 1997 and
for each of the three years in the period ended December 31, 1997, incorporated
by reference in this Registration Statement, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon which is
included in the Annual Report to Stockholders which is incorporated by reference
in its Annual Report on Form 10-K for the year ended December 31, 1997. The
financial statements audited by Ernst & Young LLP have been incorporated herein
by reference in reliance on their report given on their authority as experts in
accounting and auditing.

     The consolidated financial statements of First Community, incorporated by
reference in this Registration Statement, have been audited by Bricker & Melton,
P.A., independent auditors, for the periods indicated in their report thereon
which is included in the Annual Report of First Community on Form 10-KSB for the
year ended December 31, 1997, as amended. The financial statements audited by
Bricker & Melton, P.A. 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 LLP,
Birmingham, Alabama. Henry E. Simpson, partner in the law firm of Lange,
Simpson, Robinson & Somerville LLP, is a member of the Board of Directors of
Regions. As of _______, 1998, attorneys in the law firm of Lange, Simpson,
Robinson & Somerville LLP owned an aggregate of _______ shares of Regions Common
Stock.

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


                                       59
<PAGE>   65
 
                                                                      APPENDIX A
 
                          AGREEMENT AND PLAN OF MERGER
 
                                 BY AND BETWEEN
 
                     FIRST COMMUNITY BANKING SERVICES, INC.
 
                                      AND
 
                         REGIONS FINANCIAL CORPORATION
 
                         DATED AS OF FEBRUARY 10, 1998
<PAGE>   66
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                      PAGE
                                                                      ----
<C>     <S>                                                           <C>
Parties.............................................................
Preamble............................................................
ARTICLE ONE -- TRANSACTIONS AND TERMS OF MERGER.....................
 1.1    Merger......................................................
 1.2    Time and Place of Closing...................................
 1.3    Effective Time..............................................
ARTICLE TWO -- TERMS OF MERGER......................................
 2.1    Certificate of Incorporation................................
 2.2    Bylaws......................................................
 2.3    Directors and Officers......................................
ARTICLE THREE -- MANNER OF CONVERTING SHARES........................
 3.1    Conversion of Shares........................................
 3.2    Anti-Dilution Provisions....................................
 3.3    Shares Held by FCBS or Regions..............................
 3.4    Fractional Shares...........................................
 3.5    Conversion of Stock Options; Restricted Stock...............
ARTICLE FOUR -- EXCHANGE OF SHARES..................................
 4.1    Exchange Procedures.........................................
 4.2    Rights of Former FCBS Stockholders..........................
ARTICLE FIVE -- REPRESENTATIONS AND WARRANTIES OF FCBS..............
 5.1    Organization, Standing, and Power...........................
 5.2    Authority; No Breach By Agreement...........................
 5.3    Capital Stock...............................................
 5.4    FCBS Subsidiaries...........................................
 5.5    SEC Filings; Financial Statements...........................
 5.6    Absence of Undisclosed Liabilities..........................
 5.7    Absence of Certain Changes or Events........................
 5.8    Tax Matters.................................................
 5.9    Assets......................................................
 5.10   Environmental Matters.......................................
 5.11   Compliance With Laws........................................
 5.12   Labor Relations.............................................
 5.13   Employee Benefit Plans......................................
 5.14   Material Contracts..........................................
 5.15   Legal Proceedings...........................................
 5.16   Statements True and Correct.................................
 5.17   Accounting, Tax, and Regulatory Matters.....................
 5.18   State Takeover Laws.........................................
 5.19   Articles of Incorporation Provisions........................
 5.20   Support Agreements..........................................
 5.21   Derivatives Contracts.......................................
 5.22   Year 2000...................................................
</TABLE>
 
                                        i
<PAGE>   67
 
<TABLE>
<CAPTION>
                                                                      PAGE
                                                                      ----
<C>     <S>                                                           <C>
ARTICLE SIX -- REPRESENTATIONS AND WARRANTIES OF REGIONS............
 6.1    Organization, Standing, and Power...........................
 6.2    Authority; No Breach By Agreement...........................
 6.3    Capital Stock...............................................
 6.4    SEC Filings; Financial Statements...........................
 6.5    Absence of Undisclosed Liabilities..........................
 6.6    Absence of Certain Changes or Events........................
 6.7    Compliance With Laws........................................
 6.8    Legal Proceedings...........................................
 6.9    Statements True and Correct.................................
 6.10   Accounting, Tax, and Regulatory Matters.....................
ARTICLE SEVEN -- CONDUCT OF BUSINESS PENDING CONSUMMATION...........
 7.1    Covenants of Both Parties...................................
 7.2    Covenants of FCBS...........................................
 7.3    Covenants of Regions........................................
 7.4    Adverse Changes in Condition................................
 7.5    Reports.....................................................
ARTICLE EIGHT -- ADDITIONAL AGREEMENTS..............................
 8.1.   Registration Statement; Proxy Statement; Stockholder
        Approval
 8.2    Nasdaq NMS Listing..........................................
 8.3    Applications................................................
 8.4    Agreement as to Efforts to Consummate.......................
 8.5    Investigation and Confidentiality...........................
 8.6    Press Releases..............................................
 8.7    Certain Actions.............................................
 8.8    Tax Matters.................................................
 8.9    Agreement of Affiliates.....................................
 8.10   Employee Benefits and Contracts.............................
 8.11   Indemnification.............................................
 8.12   State Takeover Laws.........................................
 8.13   Articles of Incorporation Provisions........................
ARTICLE NINE -- CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE...
 9.1    Conditions to Obligations of Each Party.....................
 9.2    Conditions to Obligations of Regions........................
 9.3    Conditions to Obligations of FCBS...........................
ARTICLE TEN -- TERMINATION..........................................
10.1    Termination.................................................
10.2    Effect of Termination.......................................
10.3    Non-Survival of Representations and Covenants...............
</TABLE>
 
                                       ii
<PAGE>   68
 
<TABLE>
<CAPTION>
                                                                      PAGE
                                                                      ----
<C>     <S>                                                           <C>
ARTICLE ELEVEN -- 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...............................................
11.10   Counterparts................................................
11.11   Captions....................................................
11.12   Severability................................................
Signatures..........................................................
</TABLE>
 
                                       iii
<PAGE>   69
 
                                LIST OF EXHIBITS
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER         DESCRIPTION
- -------        -----------
<C>       <C>  <S>
 
 1.        --  Form of Termination Agreement.
 
 2.        --  Form of Support Agreement.
 
 3.        --  Form of agreement of affiliates of FCBS.
 
 4.        --  Form of Claims Letter.
 
 5.        --  Form of Opinion Letter of FCBS Counsel.
 
 6.        --  Form of Opinion Letter of Regions Counsel.
</TABLE>
 
                                       iv
<PAGE>   70
 
                          AGREEMENT AND PLAN OF MERGER
 
     THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered
into as of February 10, 1998, by and between FIRST COMMUNITY BANKING SERVICES,
INC. ("FCBS"), a corporation organized and existing under the laws of the State
of Georgia, with its principal office located in Peachtree City, Georgia, and
REGIONS FINANCIAL CORPORATION ("Regions"), 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 FCBS and Regions are of the opinion that the
transactions described herein are in the best interests of the parties and their
respective stockholders. This Agreement provides for the acquisition of FCBS by
Regions pursuant to the merger of FCBS into and with Regions. At the effective
time of such merger, each of the issued and outstanding shares of common stock
of FCBS shall be converted into and exchanged for shares of the common stock of
Regions (except as provided herein). As a result, stockholders of FCBS shall
become stockholders of Regions and each of the subsidiaries of FCBS shall
continue to conduct its business and operations as a wholly-owned subsidiary of
Regions. The transactions described in this Agreement are subject to the
approvals of the stockholders of FCBS, 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 (i) for federal
income tax purposes shall qualify as a "reorganization" within the meaning of
Section 368(a) of the Internal Revenue Code and (ii) for accounting purposes
shall be accounted for as a "pooling of interests."
 
     As a condition and inducement to Regions' willingness to consummate the
transactions contemplated by this Agreement, prior to the execution of this
Agreement, (i) FCBS and Regions are entering into a termination fee agreement
(the "Termination Fee Agreement"), in substantially the form of Exhibit 1 to
this Agreement and (ii) each of FCBS' directors is executing and delivering to
Regions an agreement (a "Support Agreement"), in substantially the form of
Exhibit 2 to this Agreement.
 
     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, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
 
                                  ARTICLE ONE
 
                        TRANSACTIONS AND TERMS OF MERGER
 
     1.1 Merger.  Subject to the terms and conditions of this Agreement, at the
Effective Time, FCBS shall be merged into and with Regions in accordance with
the provisions of Sections 14-2-1103 and 14-2-1107 of the GBCC and with the
effect provided in Section 14-2-1106 of the GBCC and of Section 258 of the DGCL
and with the effect provided in Section 259 of the DGCL (the "Merger"). Regions
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 FCBS and Regions.
 
     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 duly authorized officers, may mutually agree. The place of
Closing shall be at the offices of Regions, 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 Georgia
Certificate of Merger reflecting the Merger shall become effective with the
Secretary of State of the State of Georgia and the Delaware Certificate of
Merger reflecting
 
                                       A-1
<PAGE>   71
 
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 duly authorized 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 stockholders of FCBS approve this Agreement to the extent such approval is
required by applicable Law.
 
                                  ARTICLE TWO
 
                                TERMS OF MERGER
 
     2.1 Certificate of Incorporation.  The Certificate of Incorporation of
Regions 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 Regions 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.
 
     2.3 Directors and Officers.  The directors of Regions 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 Regions 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 THREE
 
                          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 Regions 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 FCBS Common Stock (excluding shares held by FCBS or
     any of its Subsidiaries or by Regions or any of its Subsidiaries, in each
     case other than in a fiduciary capacity or as a result of debts previously
     contracted) issued and outstanding at the Effective Time shall be converted
     into 1.25 shares of Regions Common Stock, subject to adjustment as provided
     in Section 10.1(g) of this Agreement (the "Exchange Ratio").
 
     3.2 Anti-Dilution Provisions.  In the event FCBS changes the number of
shares of FCBS 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, the Exchange Ratio shall be proportionately adjusted. In
the event Regions changes the number of shares of Regions 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.
 
     3.3 Shares Held by FCBS or Regions.  Each of the shares of FCBS Common
Stock held by any FCBS Company or by any Regions 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.
 
                                       A-2
<PAGE>   72
 
     3.4 Fractional Shares.  Notwithstanding any other provision of this
Agreement, each holder of shares of FCBS Common Stock exchanged pursuant to the
Merger, or of options to purchase shares of FCBS Common Stock, who would
otherwise have been entitled to receive a fraction of a share of Regions 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 Regions Common Stock multiplied by the market
value of one share of Regions Common Stock at the Effective Time, in the case of
shares exchanged pursuant to the Merger, or the date of exercise, in the case of
options. The market value of one share of Regions Common Stock at the Effective
Time or the date of exercise, as the case may be, shall be the last sale price
of such common stock on the Nasdaq NMS (as reported by The Wall Street Journal
or, if not reported thereby, any other authoritative source) on the last trading
day preceding the Effective Time, in the case of shares exchanged pursuant to
the Merger, and the date of exercise, in the case of options. No such holder
will be entitled to dividends, voting rights, or any other rights as a
stockholder in respect of any fractional shares.
 
     3.5 Conversion of Stock Options; Restricted Stock.  (a) At the Effective
Time, all rights with respect to FCBS Common Stock pursuant to stock options or
stock appreciation rights ("FCBS Options") granted by FCBS under the FCBS Stock
Plans, which are outstanding at the Effective Time, whether or not exercisable,
shall be converted into and become rights with respect to Regions Common Stock,
and Regions shall assume each FCBS Option, in accordance with the terms of the
FCBS Stock Plan and stock option agreement by which it is evidenced. From and
after the Effective Time, (i) each FCBS Option assumed by Regions may be
exercised solely for shares of Regions Common Stock (or cash in the case of
stock appreciation rights), (ii) the number of shares of Regions Common Stock
subject to such FCBS Option shall be equal to the number of shares of FCBS
Common Stock subject to such FCBS Option immediately prior to the Effective Time
multiplied by the Exchange Ratio, and (iii) the per share exercise price under
each such FCBS Option shall be adjusted by dividing the per share exercise price
under each such FCBS Option by the Exchange Ratio and rounding down to the
nearest cent. It is intended that the foregoing assumption shall be undertaken
in a manner that will not constitute a "modification" as defined in Section 424
of the Internal Revenue Code as to any stock option which is an "incentive stock
option." FCBS agrees to take all necessary steps to effectuate the foregoing
provisions of this Section 3.5.
 
     (b) All restrictions or limitations on transfer with respect to FCBS Common
Stock awarded under the FCBS Stock Plans or any other plan, program, or
arrangement of any FCBS Company, to the extent that such restrictions or
limitations shall not have already lapsed, and except as otherwise expressly
provided in such plan, program, or arrangement, shall remain in full force and
effect with respect to shares of Regions Common Stock into which such restricted
stock is converted pursuant to Section 3.1 of this Agreement.
 
                                  ARTICLE FOUR
 
                               EXCHANGE OF SHARES
 
     4.1 Exchange Procedures.  Promptly after the Effective Time, Regions shall
cause the exchange agent selected by Regions (the "Exchange Agent") to mail to
the former stockholders of FCBS appropriate transmittal materials (which shall
specify that delivery shall be effected, and risk of loss and title to the
certificates theretofore representing shares of FCBS Common Stock shall pass,
only upon proper delivery of such certificates to the Exchange Agent). After the
Effective Time, each holder of shares of FCBS Common Stock (other than shares to
be canceled pursuant to Section 3.3 of this Agreement) issued and outstanding at
the Effective Time shall surrender the certificate or certificates representing
such shares to the Exchange Agent and shall promptly upon surrender thereof
receive in exchange therefor the consideration provided in Section 3.1 of this
Agreement, together with all undelivered dividends or distributions in respect
of such shares (without interest thereon) pursuant to Section 4.2 of this
Agreement. To the extent required by Section 3.4 of this Agreement, each holder
of shares of FCBS Common Stock issued and outstanding at the Effective Time also
shall receive, upon surrender of the certificate or certificates representing
such shares, cash in lieu of any fractional share of Regions Common Stock to
which such holder may be otherwise entitled (without interest). Regions shall
not be obligated to deliver the consideration to which any former holder of FCBS
Common Stock is entitled as a result of the Merger until such holder surrenders
such holder's certificate or certificates
 
                                       A-3
<PAGE>   73
 
representing the shares of FCBS Common Stock for exchange as provided in this
Section 4.1. The certificate or certificates of FCBS Common Stock so surrendered
shall be duly endorsed as the Exchange Agent may require. Any other provision of
this Agreement notwithstanding, neither Regions, FCBS, nor the Exchange Agent
shall be liable to a holder of FCBS 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 FCBS Stockholders.  At the Effective Time, the stock
transfer books of FCBS shall be closed as to holders of FCBS Common Stock
immediately prior to the Effective Time, and no transfer of FCBS 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 FCBS Common Stock (other
than shares to be canceled pursuant to Section 3.3 of this Agreement) shall from
and after the Effective Time represent for all purposes only the right to
receive the consideration provided in Sections 3.1 and 3.4 of this Agreement in
exchange therefor, subject, however to the Surviving Corporation's obligation to
pay any dividends or make any other distributions with a record date prior to
the Effective Time which have been declared or made by FCBS in respect of such
shares of FCBS Common Stock and in accordance with the terms of this Agreement
and which remain unpaid at the Effective Time. To the extent permitted by Law,
former stockholders of record of FCBS shall be entitled to vote after the
Effective Time at any meeting of Regions stockholders the number of whole shares
of Regions Common Stock into which their respective shares of FCBS Common Stock
are converted, regardless of whether such holders have exchanged their
certificates representing FCBS Common Stock for certificates representing
Regions Common Stock in accordance with the provisions of this Agreement.
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 Time, the
declaration shall include dividends or other distributions on all shares of
Regions Common Stock issuable pursuant to this Agreement, but no dividend or
other distribution payable to the holders of record of Regions Common Stock as
of any time subsequent to the Effective Time shall be delivered to the holder of
any certificate representing shares of FCBS 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
FCBS 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.
 
                                  ARTICLE FIVE
 
                     REPRESENTATIONS AND WARRANTIES OF FCBS
 
     Except as disclosed in the FCBS Disclosure Memorandum (with each such
disclosure specifically referencing each Section of the Agreement under which
such disclosure is being made), FCBS hereby represents and warrants to Regions
as follows:
 
     5.1 Organization, Standing, and Power.  FCBS is a corporation duly
organized, validly existing, and in good standing under the Laws of the State of
Georgia, and has the corporate power and authority to carry on its business as
now conducted and to own, lease, and operate its Assets. FCBS 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 FCBS.
 
     5.2 Authority; No Breach by Agreement.  (a) FCBS has the corporate power
and authority necessary to execute, deliver, and perform its obligations under
this Agreement and to consummate the transactions contemplated hereby, subject
to the approval of this Agreement by the holders of a majority of the
outstanding shares of FCBS Common Stock. The execution, delivery, and
performance of this Agreement and the consummation of the transactions
contemplated herein, including the Merger, have been or will be duly and validly
authorized by all necessary corporate action in respect thereof on the part of
FCBS, subject to the approval of this Agreement by the holders of a majority of
the outstanding shares of FCBS Common Stock.
                                       A-4
<PAGE>   74
 
Subject to such requisite approval, this Agreement (which, for purposes of this
sentence, shall not include the Termination Fee Agreement) represents a legal,
valid, and binding obligation of FCBS, enforceable against FCBS 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 (which, for
purposes of clause (iii) of this sentence, shall not include the Termination Fee
Agreement) by FCBS, nor the consummation by FCBS of the transactions
contemplated hereby, nor compliance by FCBS with any of the provisions hereof,
will (i) conflict with or result in a breach of any provision of FCBS' 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 FCBS Company under, any Contract or Permit of any FCBS Company, 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 FCBS
Company or any of their respective 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 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 with respect to any employee benefit plans,
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 FCBS, no notice to, filing with, or Consent of, any
public body or authority is necessary for the consummation by FCBS of the Merger
and the other transactions contemplated in this Agreement.
 
     5.3 Capital Stock.  (a) The authorized capital stock of FCBS consists of
(i) 5,000,000 shares of FCBS Common Stock, of which 684,506 shares are issued
and outstanding as of the date of this Agreement and not more than 792,047
shares will be issued and outstanding at the Effective Time and (ii) 5,000,000
shares of FCBS Preferred Stock, of which no shares are issued and outstanding as
of the date of this Agreement and no shares will be issued and outstanding at
the Effective Time. All of the issued and outstanding shares of FCBS Common
Stock are duly and validly issued and outstanding and are fully paid and
nonassessable. None of the outstanding shares of FCBS Common Stock has been
issued in violation of any preemptive rights of the current or past stockholders
of FCBS. FCBS has reserved 110,250 shares of FCBS Common Stock for issuance
under the FCBS Stock Plans, pursuant to which options to purchase not more than
107,541 shares of FCBS Common Stock are outstanding.
 
     (b) Except as set forth in Section 5.3(a) of this Agreement, there are no
shares of capital stock or other equity securities of FCBS outstanding and no
outstanding options, warrants, scrip, rights to subscribe to, calls, or
commitments of any character whatsoever relating to, or securities or rights
convertible into or exchangeable for, shares of the capital stock of FCBS or
contracts, commitments, understandings, or arrangements by which FCBS is or may
be bound to issue additional shares of FCBS capital stock or options, warrants,
or rights to purchase or acquire any additional shares of its capital stock.
 
     5.4 FCBS Subsidiaries.  FCBS has disclosed in Section 5.4 of the FCBS
Disclosure Memorandum all of the FCBS Subsidiaries as of the date of this
Agreement. Except as disclosed, FCBS or one of its Subsidiaries owns all of the
issued and outstanding shares of capital stock of each FCBS Subsidiary. No
equity securities of any FCBS Subsidiary are or may become required to be issued
(other than to a FCBS Company) by reason of any options, warrants, scrip, rights
to subscribe to, calls, or commitments of any character whatsoever relating to,
or securities or rights convertible into or exchangeable for, shares of the
capital stock of any such Subsidiary, and there are no Contracts by which any
FCBS Subsidiary is bound to issue (other than to a FCBS Company) additional
shares of its capital stock or options, warrants, or rights to purchase or
acquire any additional shares of its capital stock or by which any FCBS Company
is or may be bound to transfer any shares of the capital stock of any FCBS
Subsidiary (other than to a FCBS Company). There are no Contracts relating to
the rights of any FCBS Company to vote or to dispose of any shares of the
capital stock of any FCBS Subsidiary. All of the shares of capital stock of each
FCBS Subsidiary held by a FCBS Company are
 
                                       A-5
<PAGE>   75
 
duly authorized, validly issued, and fully paid and nonassessable (except
pursuant to 12 U.S.C. Section 55 in the case of national banks and comparable,
applicable state Law, if any, in the case of state depository institutions)
under the applicable corporation Law of the jurisdiction in which such
Subsidiary is incorporated or organized and are owned by the FCBS Company free
and clear of any Lien. Each FCBS Subsidiary is a corporation, and is duly
organized, validly existing, and 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 FCBS 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 FCBS. Each FCBS 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.
 
     5.5 SEC Filings; Financial Statements.  (a) FCBS has filed and made
available to Regions all forms, reports, and documents required to be filed by
FCBS with the SEC since December 31, 1993 (collectively, the "FCBS SEC
Reports"). The FCBS SEC Reports (i) at the time filed, complied in all Material
respects with the applicable requirements of the 1933 Act and the 1934 Act, as
the case may be, and (ii) did not at the time they were filed (or if amended or
superseded by a filing prior to the date of this Agreement, then on the date of
such filing) contain any untrue statement of a Material fact or omit to state a
Material fact required to be stated in such FCBS SEC Reports or necessary in
order to make the statements in such FCBS SEC Reports, in light of the
circumstances under which they were made, not misleading. Except for FCBS
Subsidiaries that are registered as a broker, dealer, or investment advisor,
none of FCBS' Subsidiaries is required to file any forms, reports, or other
documents with the SEC.
 
     (b) Each of the FCBS Financial Statements (including, in each case, any
related notes) contained in the FCBS SEC Reports, including any FCBS SEC Reports
filed after the date of this Agreement until the Effective Time, complied or
will comply as to form in all Material respects with the applicable published
rules and regulations of the SEC with respect thereto, was prepared or will be
prepared in accordance with GAAP applied on a consistent basis throughout the
periods involved (except as may be indicated in the notes to such financial
statements, or, in the case of unaudited statements, as permitted by Form 10-Q
of the SEC), and fairly presented or will fairly present the consolidated
financial position of FCBS and its Subsidiaries as at the respective dates and
the consolidated results of its operations and cash flows for the periods
indicated, except that the unaudited interim financial statements were or are
subject to normal and recurring year-end adjustments which were not or are not
expected to be Material in amount or effect.
 
     5.6 Absence of Undisclosed Liabilities.  No FCBS Company has any
Liabilities that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on FCBS, except Liabilities which are
accrued or reserved against in the consolidated balance sheets of FCBS as of
September 30, 1997 included in the FCBS Financial Statements or reflected in the
notes thereto. No FCBS Company has incurred or paid any Liability since
September 30, 1997, 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 FCBS.
 
     5.7 Absence of Certain Changes or Events.  Since September 30, 1997, except
as disclosed in the FCBS Financial Statements or the FCBS Disclosure Memorandum,
(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 FCBS, and (ii) the FCBS 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 FCBS
provided in Article Seven of this Agreement.
 
     5.8 Tax Matters.  (a) All Tax returns required to be filed by or on behalf
of any of the FCBS Companies have been timely filed, or requests for extensions
have been timely filed, granted, and have not
 
                                       A-6
<PAGE>   76
 
expired for periods ended on or before December 31, 1996 and on or before the
date of the most recent fiscal year end immediately preceding the Effective Time
to the Knowledge of FCBS, and all returns filed are complete and accurate to the
Knowledge of FCBS. All Taxes shown on filed returns have been paid. There is no
audit examination, deficiency, or refund Litigation with respect to any Taxes
that is reasonably likely to result in a determination that would have,
individually or in the aggregate, a Material Adverse Effect on FCBS, except to
the extent reserved against in the FCBS Financial Statements dated prior to the
date of this Agreement. All Taxes and other Liabilities due with respect to
completed and settled examinations or concluded Litigation have been paid.
 
     (b) None of the FCBS 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.
 
     (c) Adequate provision for any Taxes due or to become due for any of the
FCBS Companies for the period or periods through and including the date of the
respective FCBS Financial Statements has been made and is reflected on such FCBS
Financial Statements.
 
     (d) Deferred Taxes of the FCBS Companies have been adequately provided for
in the FCBS Financial Statements.
 
     (e) Each of the FCBS Companies is in compliance with, and its records
contain all information and documents (including properly completed IRS Forms
W-9) necessary to comply with, all applicable information reporting and Tax
withholding requirements under federal, state, and local Tax Laws, and such
records identify with specificity all accounts subject to backup withholding
under Section 3406 of the Internal Revenue Code, except for such instances of
noncompliance and such omissions as are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on FCBS.
 
     (f) None of the FCBS Companies has made any payments, is obligated to make
any payments, or is a party to any contract, agreement, or other arrangement
that could obligate it to make any payments that would be disallowed as a
deduction under Section 280G or 162(m) of the Internal Revenue Code.
 
     (g) There are no Liens with respect to Taxes upon any of the assets of the
FCBS Companies.
 
     (h) There has not been an ownership change, as defined in Internal Revenue
Code Section 382(g), of the FCBS Companies that occurred during or after any
Taxable Period in which the FCBS Companies incurred a net operating loss that
carries over to any Taxable Period ending after December 31, 1994.
 
     (i) No FCBS Company has filed any consent under Section 341(f) of the
Internal Revenue Code concerning collapsible corporations.
 
     (j) All material elections with respect to Taxes affecting the FCBS
Companies as of the date of this Agreement have been or will be timely made as
set forth in Section 5.8 of the FCBS Disclosure Memorandum. After the date
hereof, no election with respect to Taxes will be made without the prior written
consent of Regions, which consent will not be unreasonably withheld.
 
     (k) No FCBS Company has or has had a permanent establishment in any foreign
country, as defined in any applicable tax treaty or convention between the
United States and such foreign country.
 
     5.9 Assets.  Except as disclosed or reserved against in the FCBS Financial
Statements, the FCBS Companies have good and marketable title, free and clear of
all Liens, to all of their respective Assets that are material to the business
of the FCBS Companies. All material tangible properties used in the businesses
of the FCBS Companies are in good condition, reasonable wear and tear excepted,
and are usable in the ordinary course of business consistent with FCBS' past
practices. All Assets which are material to the business of the FCBS Companies,
which are held under leases or subleases by any of the FCBS Companies, are held
under valid Contracts enforceable in accordance with their respective terms
(except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or other Laws affecting the enforcement of
creditors' rights generally and except that the availability of the
equitableremedy of specific performance or
 
                                       A-7
<PAGE>   77
 
injunctive relief is subject to the discretion of the court before which any
proceedings may be brought), and each such Contract is in full force and effect.
 
     5.10 Environmental Matters.  (a) To the Knowledge of FCBS, each FCBS
Company, its Participation Facilities, and its Loan Properties are, and have
been, in compliance with all Environmental Laws, except for violations which are
not reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on FCBS.
 
     (b) There is no Litigation pending or, to the Knowledge of FCBS, threatened
before any court, governmental agency, or authority, or other forum in which any
FCBS Company or any of its Participation Facilities has been or, with respect to
threatened Litigation, may be named as a defendant (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 (as defined below) or
oil, whether or not occurring at, on, under, or involving a site owned, leased,
or operated by any FCBS Company or any of its 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 FCBS.
 
     (c) There is no Litigation pending or, to the Knowledge of FCBS, threatened
before any court, governmental agency, or board, or other forum in which any of
its Loan Properties (or FCBS in respect of such Loan Property) 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 or oil, whether or not occurring at, on, under, or
involving a Loan Property, except for such Litigation pending or threatened that
is not reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on FCBS.
 
     (d) To the Knowledge of FCBS, there is no reasonable basis for any
Litigation of a type described in subsections (b) or (c), except such as is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on FCBS.
 
     (e) To the Knowledge of FCBS, during the period of (i) any FCBS Company's
ownership or operation of any of their respective current properties, (ii) any
FCBS Company's participation in the management of any Participation Facility,
or, (iii) any FCBS Company's holding of a security interest in a Loan Property,
there have been no releases of Hazardous Material or oil in, on, under, or
affecting such properties, except such as are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on FCBS. Prior to
the period of (i) any FCBS Company's ownership or operation of any of their
respective current properties, (ii) any FCBS Company's participation in the
management of any Participation Facility, or (iii) any FCBS Company's holding of
a security interest in a Loan Property, to the Knowledge of FCBS, there were no
releases of Hazardous Material or oil in, on, under, or affecting any such
property, Participation Facility, or Loan Property, except such as are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on FCBS.
 
     5.11 Compliance With Laws.  Each FCBS Company has in effect all Permits
necessary for it to own, lease, or operate its Assets and to carry on its
business as now conducted, except for those Permits the absence of which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on FCBS, 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 FCBS. None of the FCBS Companies:
 
          (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 FCBS; 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 FCBS Company is not
     in compliance with any of the material Laws or material Orders which such
     governmental authority or Regulatory Authority enforces, where such
     noncompliance is reasonably likely
                                       A-8
<PAGE>   78
 
     to have, individually or in the aggregate, a Material Adverse Effect on
     FCBS, (ii) threatening to revoke any material Permits the revocation of
     which is reasonably likely to have, individually or in the aggregate, a
     Material Adverse Effect on FCBS, or (iii) requiring any FCBS Company (x) to
     enter into or consent to the issuance of a cease and desist order, formal
     agreement, directive, commitment, or memorandum of understanding, or (y) 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 management, or the payment of dividends.
 
     5.12 Labor Relations.  No FCBS Company is the subject of any Litigation
asserting that it or any other FCBS Company has committed an unfair labor
practice (within the meaning of the National Labor Relations Act or comparable
state law) or seeking to compel it or any other FCBS Company to bargain with any
labor organization as to wages or conditions of employment, nor is any FCBS
Company a party to or bound by any collective bargaining agreement, contract, or
other agreement or understanding with a labor union or labor organization, nor
is there any strike or other labor dispute involving any FCBS Company, pending
or threatened, or to its Knowledge, is there any activity involving any FCBS
Company's employees seeking to certify a collective bargaining unit or engaging
in any other organization activity.
 
     5.13 Employee Benefit Plans.  (a) FCBS has disclosed in Section 5.13 of the
FCBS Disclosure Memorandum, and has delivered or made available to Regions prior
to the execution of this Agreement correct and complete copies in each case of,
all pension, retirement, profit-sharing, deferred compensation, stock option,
employee stock ownership, severance pay, vacation, bonus, or other incentive
plan, all other written employee programs or agreements, all medical, vision,
dental, or other health plans, all life insurance plans, and all other employee
benefit plans or fringe benefit plans, including, without limitation, "employee
benefit plans" as that term is defined in Section 3(3) of ERISA maintained by,
sponsored in whole or in part by, or contributed to by any FCBS Company 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 "FCBS Benefit Plans"). Any of the
FCBS Benefit Plans which is an "employee welfare benefit plan," as that term is
defined in Section 3(l) of ERISA, or an "employee pension benefit plan," as that
term is defined in Section 3(2) of ERISA, is referred to herein as a "FCBS ERISA
Plan." Any FCBS ERISA Plan which is also a "defined benefit plan" (as defined in
Section 414(j) of the Internal Revenue Code or Section 3(35) of ERISA) is
referred to herein as a "FCBS Pension Plan." On or after September 26, 1980,
neither FCBS nor any FCBS Company has had an "obligation to contribute" (as
defined in ERISA Section 4212) to a "multiemployer plan" (as defined in ERISA
Sections 4001(a)(3) and 3(37)(A)). The only "employee pension benefit plan," as
defined in Section 3(2) of ERISA, ever maintained by any FCBS Company that was
intended to qualify under Section 401(a) of the Internal Revenue Code, is the
Fayette County Bank 401(k) Savings Plan.
 
     (b) FCBS has delivered or made available to Regions prior to the execution
of this Agreement correct and complete copies of the following documents: (i)
all trust agreements or other funding arrangements for such FCBS Benefit Plans
(including insurance contracts), and all amendments thereto, (ii) with respect
to any such FCBS Benefit Plans or amendments, all determination letters,
rulings, opinion letters, information letters, or advisory opinions issued by
the Internal Revenue Service, the United States Department of Labor, or the
Pension Benefit Guaranty Corporation after December 31, 1974, (iii) annual
reports or returns, audited or unaudited financial statements, actuarial
valuations and reports, and summary annual reports prepared for any FCBS Benefit
Plan with respect to the most recent three plan years, and (iv) the most recent
summary plan descriptions and any material modifications thereto.
 
     (c) All FCBS 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 FCBS. Each FCBS 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
FCBS is not aware of any circumstances which will or could result in revocation
of any such favorable determination letter. Each trust created under any FCBS
ERISA Plan has been determined to be exempt from Tax under Section 501(a) of the
Internal
                                       A-9
<PAGE>   79
 
Revenue Code and FCBS is not aware of any circumstance which will or could
result in revocation of such exemption. With respect to each FCBS Benefit Plan,
to the Knowledge of FCBS, no event has occurred which will or could give rise to
a loss of any intended Tax consequences under the Internal Revenue Code or to
any Tax under Section 511 of the Internal Revenue Code. There is no material
pending or threatened Litigation relating to any FCBS ERISA Plan. No FCBS
Company has engaged in a transaction with respect to any FCBS Benefit Plan that,
assuming the taxable period of such transaction expired as of the date hereof,
would subject any FCBS Company to a tax or penalty imposed by either Section
4975 of the Internal Revenue Code or Section 502(i) of ERISA in amounts which
are reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on FCBS.
 
     (d) Except as disclosed in Section 5.13 of the FCBS Disclosure Memorandum,
no FCBS 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 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 FCBS Pension Plan, (ii) no change in the actuarial assumptions with respect
to any FCBS Pension Plan, and (iii) no increase in benefits under any FCBS
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 FCBS or materially adversely affect the funding status of any
such plan. Neither any FCBS Pension Plan nor any "single-employer plan," within
the meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by
any FCBS Company, or the single-employer plan of any entity which is considered
one employer with FCBS 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 FCBS
Company has provided, or is required to provide, security to a FCBS Pension Plan
or to any single-employer plan of an ERISA Affiliate pursuant to Section
401(a)(29) of the Code.
 
     (e) No liability under Title IV of ERISA has been or is expected to be
incurred by any FCBS Company with respect to any defined benefit plan currently
or formerly maintained by any of them or by any ERISA Affiliate).
 
     (f) No FCBS Company has any obligations for retiree health and retiree life
benefits under any of the FCBS Benefit Plans.
 
     (g) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will (i) result in any
payment (including, without limitation, severance, unemployment compensation,
golden parachute, or otherwise) becoming due to any director or any employee of
any FCBS Company from any FCBS Company under any FCBS Benefit Plan or otherwise,
(ii) increase any benefits otherwise payable under any FCBS Benefit Plan, or
(iii) result in any acceleration of the time of payment or vesting of any such
benefit.
 
     (h) No oral or written representation or communication with respect to any
aspect of the FCBS Benefit Plans has been made to employees of any of the FCBS
Companies prior to the date hereof which is not in accordance with the written
or otherwise preexisting terms and provisions of such plans. All FCBS Benefit
Plan documents and annual reports or returns, audited or unaudited financial
statements, actuarial valuations, summary annual reports, and summary plan
descriptions issued with respect to the FCBS Benefit Plans are correct and
complete and there have been no changes in the information set forth therein.
 
     5.14 Material Contracts.  None of the FCBS 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 FCBS Company or the guarantee by any
FCBS 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
                                      A-10
<PAGE>   80
 
guarantees made in the ordinary course of business), and (iii) any other
Contract or amendment thereto that would be required to be filed as an exhibit
to a Form 10-K filed by FCBS with the SEC as of the date of this Agreement that
has not been filed as an exhibit to FCBS' Form 10-K filed for the fiscal year
ended December 31, 1996, or in another SEC Document and identified to Regions
(together with all Contracts referred to in Sections 5.9 and 5.13(a) of this
Agreement, the "FCBS Contracts"). With respect to each FCBS Contract: (i) the
Contract is in full force and effect; (ii) no FCBS Company is in Default
thereunder, other than Defaults which are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on FCBS; (iii) no
FCBS Company has repudiated or waived any Material provision of any such
Contract; and (iv) no other party to any such Contract is, to the Knowledge of
FCBS, in Default in any respect, other than Defaults which are not reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
FCBS, or has repudiated or waived any Material provision thereunder. Except for
Federal Home Loan Bank advances, all of the indebtedness of any FCBS Company for
money borrowed is prepayable at any time by such FCBS Company without penalty or
premium.
 
     5.15 Legal Proceedings.  Except to the extent specifically reserved against
in the FCBS Financial Statements dated prior to the date of this Agreement,
there is no Litigation instituted or pending, or, to the Knowledge of FCBS,
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 FCBS 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 FCBS, nor are there any Orders of any Regulatory
Authorities, other governmental authorities, or arbitrators outstanding against
any FCBS Company, that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on FCBS.
 
     5.16 Statements True and Correct.  No statement, certificate, instrument,
or other writing furnished or to be furnished by any FCBS Company or any
Affiliate thereof to Regions 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
FCBS Company or any Affiliate thereof for inclusion in the Registration
Statement to be filed by Regions 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 FCBS Company or any Affiliate thereof for inclusion in the Proxy
Statement to be mailed to FCBS' stockholders in connection with the
Stockholders' Meeting, and any other documents to be filed by a FCBS 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 stockholders of FCBS, 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 Stockholders' 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 Stockholders' Meeting. All documents that any FCBS 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.
 
     5.17 Accounting, Tax, and Regulatory Matters.  No FCBS Company or any
Affiliate thereof has taken any action, or agreed to take 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 for
pooling-of-interests accounting treatment or treatment as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code, or (ii)
materially impede or delay receipt of any Consents of Regulatory Authorities
referred to in Section 9.1(b) of this Agreement. To the Knowledge of FCBS, there
exists no fact, circumstance, or reason why the requisite Consents referred to
in Section 9.1(b) of this Agreement cannot be
 
                                      A-11
<PAGE>   81
 
received in a timely manner without imposition of any condition of the type
described in the second sentence of such Section 9.1(b).
 
     5.18 State Takeover Laws.  Each FCBS Company has taken all necessary action
to exempt the transactions contemplated by this Agreement from any applicable
"moratorium," "control share," "fair price," "business combination," or other
anti-takeover laws and regulations of the State of Georgia (collectively,
"Takeover Laws"), including Sections 14-2-1111 and 14-2-1132 of the GBCC.
 
     5.19 Articles of Incorporation Provisions.  Each FCBS Company has taken all
action so that the entering into of this Agreement and the consummation of the
Merger and the other transactions contemplated by this Agreement do not and will
not result in the grant of any rights to any Person (other than a Regions
Company) under the Articles of Incorporation, Bylaws, or other governing
instruments of any FCBS Company or restrict or impair the ability of Regions to
vote, or otherwise to exercise the rights of a stockholder with respect to,
shares of any FCBS Company that may be acquired or controlled by it.
 
     5.20 Support Agreements.  Each of the directors of FCBS has executed and
delivered to Regions an agreement in substantially the form of Exhibit 2 to this
Agreement.
 
     5.21 Derivatives Contracts.  Neither FCBS nor any of its Subsidiaries is a
party to or has agreed to enter into an exchange-traded or over-the-counter
swap, forward, future, option, cap, floor or collar financial contract, or any
other interest rate or foreign currency protection contract not included on its
balance sheet which is a financial derivative contract (including various
combinations thereof).
 
     5.22 Year 2000.  Except as disclosed in Section 5.22 of the FCBS Disclosure
Memorandum, FCBS represents and warrants that all computer software and hardware
necessary for the conduct of its business (the "Software") is designed to be
used prior to, during, and after the calendar year 2000 A.D., and that the
Software will operate during each such time period without error relating to the
year 2000, specifically including any error relating to, or the product of, date
data which represents or references different centuries or more than one
century. FCBS further represents and warrants that the Software accepts,
calculates, sorts, extracts and otherwise processes date inputs and date values,
and returns and displays date values, in a consistent manner regardless of the
dates used, whether before, on, or after January 1, 2000.
 
                                  ARTICLE SIX
 
                   REPRESENTATIONS AND WARRANTIES OF REGIONS
 
     Regions hereby represents and warrants to FCBS as follows:
 
     6.1 Organization, Standing, and Power.  Regions 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 Assets. Regions 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 Regions.
 
     6.2 Authority; No Breach by Agreement.  (a) Regions 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 Regions. This Agreement (which, for purposes of this sentence, shall not
include the Termination Fee Agreement) represents a legal, valid, and binding
obligation of Regions, enforceable against Regions 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).
                                      A-12
<PAGE>   82
 
     (b) Neither the execution and delivery of this Agreement (which, for
purposes of clause (iii) of this sentence, shall not include the Termination Fee
Agreement) by Regions, nor the consummation by Regions of the transactions
contemplated hereby, nor compliance by Regions with any of the provisions
hereof, will (i) conflict with or result in a breach of any provision of
Regions' 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 Regions Company under, any Contract or Permit of
any Regions Company, 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 Regions Company or any of their respective 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 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 with respect to any employee benefit plans
and other than Consents, filings, or notifications which, if not obtained or
made, is not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Regions, no notice to, filing with, or Consent of,
any public body or authority is necessary for the consummation by Regions of the
Merger and the other transactions contemplated in this Agreement.
 
     6.3 Capital Stock.  The authorized capital stock of Regions consists, as of
the date of this Agreement, of 240,000,000 shares of Regions Common Stock, of
which 136,320,461 shares were issued and outstanding as of September 30, 1997.
All of the issued and outstanding shares of Regions Common Stock are, and all of
the shares of Regions Common Stock to be issued in exchange for shares of FCBS
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
Regions Common Stock has been, and none of the shares of Regions Common Stock to
be issued in exchange for shares of FCBS Common Stock upon consummation of the
Merger will be, issued in violation of any preemptive rights of the current or
past stockholders of Regions.
 
     6.4 SEC Filings; Financial Statements.  (a) Regions has filed all forms,
reports, and documents required to be filed by Regions with the SEC since
December 31, 1993, other than registration statements on Forms S-4 and S-8
(collectively, the "Regions SEC Reports"). The Regions SEC Reports (i) at the
time filed, complied in all material respects with the applicable requirements
of the 1933 Act and the 1934 Act, as the case may be, and (ii) did not at the
time they were filed (or if amended or superseded by a filing prior to the date
of this Agreement, then on the date of such filing) contain any untrue statement
of a material fact or omit to state a material fact required to be stated in
such Regions SEC Reports or necessary in order to make the statements in such
Regions SEC Reports, in light of the circumstances under which they were made,
not misleading.
 
     (b) Each of the Regions Financial Statements (including, in each case, any
related notes) contained in the Regions SEC Reports, including any Regions SEC
Reports filed after the date of this Agreement until the Effective Time,
complied or will comply as to form in all material respects with the applicable
published rules and regulations of the SEC with respect thereto, was or will be
prepared in accordance with GAAP applied on a consistent basis throughout the
periods involved (except as may be indicated in the notes to such financial
statements or, in the case of unaudited statements, as permitted by Form 10-Q of
the SEC), and fairly presented or will fairly present the consolidated financial
position of Regions and its Subsidiaries as at the respective dates and the
consolidated results of its operations and cash flows for the periods indicated,
except that the unaudited interim financial statements were or are subject to
normal and recurring year-end adjustments which were not or are not expected to
be material in amount.
 
     6.5 Absence of Undisclosed Liabilities.  No Regions Company has any
Liabilities that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Regions, except Liabilities which are
accrued or reserved against in the consolidated balance sheets of Regions as of
September 30, 1997 included in the Regions Financial Statements or reflected in
the notes thereto. No Regions Company has incurred or paid any Liability since
September 30, 1997, except for such Liabilities incurred or paid in the
 
                                      A-13
<PAGE>   83
 
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 Regions.
 
     6.6 Absence of Certain Changes or Events.  Since September 30, 1997, except
as disclosed in the Regions Financial Statements filed with the SEC after such
date and prior to the date of this Agreement, 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 Regions.
 
     6.7 Compliance With Laws.  Regions is duly registered as a bank holding
company under the BHC Act. Each Regions Company has in effect all Permits
necessary for it to own, lease, or operate its Assets and to carry on its
business as now conducted, except for those Permits the absence of which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Regions, 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 Regions. None of the Regions
Companies:
 
          (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 Regions; 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 Regions Company is
     not in compliance with any of the material Laws or material 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 Regions, (ii) threatening to revoke
     any Permits, the revocation of which are reasonably likely to have,
     individually or in the aggregate, a Material Adverse Effect on Regions, or
     (iii) requiring any Regions Company (x) to enter into or consent to the
     issuance of a cease and desist order, formal agreement, directive,
     commitment, or memorandum of understanding, or (y) 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
     management, or the payment of dividends.
 
     6.8 Legal Proceedings.  Except to the extent specifically reserved against
in the Regions Financial Statements dated prior to the date of this Agreement,
there is no Litigation instituted or pending, or, to the Knowledge of Regions,
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 Regions 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 Regions, nor are there any Orders of any Regulatory
Authorities, other governmental authorities, or arbitrators outstanding against
any Regions Company, that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Regions.
 
     6.9 Statements True and Correct.  No statement, certificate, instrument, or
other writing furnished or to be furnished by any Regions Company or any
Affiliate thereof to FCBS 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
Regions Company or any Affiliate thereof for inclusion in the Registration
Statement to be filed by Regions 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 Regions Company or any Affiliate thereof for inclusion in the
Proxy Statement to be mailed to FCBS' stockholders in connection with the
Stockholders' Meeting, and any other documents to be filed by any Regions
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 stockholders of FCBS, 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
                                      A-14
<PAGE>   84
 
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 Stockholders'
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 Stockholders' Meeting. All documents that any Regions 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.
 
     6.10 Accounting, Tax, and Regulatory Matters.  No Regions Company or any
Affiliate thereof has taken any action, or agreed to take 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 for
pooling-of-interests accounting or treatment as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code, or (ii) materially
impede or delay receipt of any Consents of Regulatory Authorities referred to in
Section 9.1(b) of this Agreement. To the Knowledge of Regions, there exists no
fact, circumstance, or reason why the requisite Consents referred to in Section
9.1(b) of this Agreement cannot be received in a timely manner without
imposition of any condition of the type described in the second sentence of such
Section 9.1(b).
 
                                 ARTICLE SEVEN
 
                    CONDUCT OF BUSINESS PENDING CONSUMMATION
 
     7.1 Covenants of Both Parties.  Unless the prior written consent of the
other Party shall have been obtained, and except as otherwise expressly
contemplated herein, each Party shall and shall cause each of its Subsidiaries
to (i) operate its business only in the usual, regular, and ordinary course,
(ii) preserve intact its business organizations and Assets and maintain its
rights and franchises, and (iii) take no action which would materially adversely
affect the ability of any Party to (a) obtain any Consents required for the
transactions contemplated hereby, or (b) perform its covenants and agreements
under this Agreement in all material respects and to consummate the Merger;
provided, that the foregoing shall not prevent any Regions Company from
discontinuing or disposing of any of its Assets or business, or from acquiring
or agreeing to acquire any other Person or any Assets thereof, if such action
is, in the judgment of Regions, desirable in the conduct of the business of
Regions and its Subsidiaries.
 
     7.2 Covenants of FCBS.  Except as specifically contemplated or permitted by
this Agreement, from the date of this Agreement until the earlier of the
Effective Time or the termination of this Agreement, FCBS 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 a duly authorized officer of Regions:
 
          (a) amend the Articles of Incorporation, Bylaws, or other governing
     instruments of any FCBS Company; or
 
          (b) incur, guarantee, or otherwise become responsible for any
     additional debt obligation or other obligation for borrowed money (other
     than indebtedness of a FCBS Company to another FCBS Company) in excess of
     an aggregate of $250,000 (for the FCBS Companies on a consolidated basis)
     except in the ordinary course of the business of FCBS Companies consistent
     with past practices (which shall include, for FCBS, creation of deposit
     liabilities, purchases of federal funds, advances from the Federal Home
     Loan Bank or the Federal Reserve Bank, and entry into repurchase agreements
     fully secured by U.S. government or agency securities), or impose, or
     suffer the imposition, on any share of stock held by any FCBS Company of
     any Lien or permit any such Lien to exist; 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 FCBS Company, or declare or pay any dividend or
     make any other distribution in respect of any FCBS Common Stock; provided
     that FCBS may (to the extent legally able
                                      A-15
<PAGE>   85
 
     to do so), but shall not be obligated to, declare and pay regular quarterly
     cash dividends on the FCBS Common Stock in the amounts and with the usual
     and regular record and payment dates in accordance with past practice as
     disclosed in Section 7.2(c) of the FCBS Disclosure Memorandum; or
 
          (d) except 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, 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 FCBS Common Stock or any other capital stock of any FCBS Company,
     or any stock appreciation rights, or any option, warrant, conversion, or
     other right to acquire any such stock, or any security convertible into any
     such stock; or
 
          (e) adjust, split, combine, or reclassify any capital stock of any
     FCBS Company or issue or authorize the issuance of any other securities in
     respect of or in substitution for shares of FCBS Common Stock or sell,
     lease, mortgage, or otherwise dispose of or otherwise encumber any shares
     of capital stock of any FCBS Subsidiary (unless any such shares of stock
     are sold or otherwise transferred to another FCBS Company) or any Assets
     having in the aggregate a book value in excess of $100,000 other than in
     the ordinary course of business for reasonable and adequate consideration;
     or
 
          (f) acquire direct or indirect control over, or invest in equity
     securities of, any Person, other than in connection with (i) foreclosures
     in the ordinary course of business, or (ii) acquisitions of control by FCBS
     in its fiduciary capacity; or
 
          (g) grant any increase in compensation or benefits to the employees or
     officers of any FCBS Company except as required by Law or except as
     disclosed in Section 7.2(g) of the FCBS Disclosure Memorandum; pay any
     bonus except pursuant to the provisions of any applicable program or plan
     adopted by its Board of Directors prior to the date of this Agreement and
     disclosed in Section 7.2(g) of the FCBS Disclosure Memorandum; enter into
     or amend any severance agreements with officers of any FCBS Company; grant
     any increase in fees or other increases in compensation or other benefits
     to directors of any FCBS Company; or
 
          (h) enter into or amend any employment Contract between any FCBS
     Company and any Person (unless such amendment is required by Law) that the
     FCBS Company does not have the unconditional right to terminate without
     Liability (other than Liability for services already rendered), at any time
     on or after the Effective Time; or
 
          (i) adopt any new employee benefit plan or program of any FCBS Company
     or make any material change in or to any existing employee benefit plans or
     programs of any FCBS 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
 
          (j) make any significant change in any accounting methods, principles,
     or practices or systems of internal accounting controls, except as may be
     necessary to conform to changes in regulatory accounting requirements or
     GAAP; or
 
          (k) commence or settle any Litigation other than in accordance with
     past practice; provided that, except to the extent specifically reserved
     against in the FCBS Financial Statements dated prior to the date of this
     Agreement, no FCBS Company shall settle any Litigation involving any
     Liability of any FCBS Company for money damages in excess of $25,000 or
     restrictions upon the operations of any FCBS Company; or
 
          (l) except in the ordinary course of business, enter into or terminate
     any material Contract or make any change in any material lease or Contract,
     other than renewals of leases and Contracts without material adverse
     changes of terms or as disclosed pursuant to Section 7.2(g) of the FCBS
     Disclosure Memorandum.
 
     7.3 Covenants of Regions.  From the date of this Agreement until the
earlier of the Effective Time or the termination of this Agreement, Regions
covenants and agrees that it will not, without the prior written
 
                                      A-16
<PAGE>   86
 
consent of a duly authorized officer of FCBS, amend the Certificate of
Incorporation or Bylaws of Regions, in each case in any manner which is adverse
to or discriminates against the holders of FCBS Common Stock.
 
     7.4 Adverse Changes in Condition.  Each Party agrees to give written notice
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) is reasonably likely to cause
or constitute a material breach of any of its 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 FCBS shall deliver to Regions copies of all
such reports filed by FCBS promptly after the same are filed. If financial
statements are contained in any such reports filed with appropriate Regulatory
Authorities, 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 stockholders'
equity, and cash flows 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). As of their 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 a 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 a Regulatory Authority shall be prepared in accordance with Laws
applicable to such reports.
 
                                      A-17
<PAGE>   87
 
                                 ARTICLE EIGHT
 
                             ADDITIONAL AGREEMENTS
 
     8.1 Registration Statement; Proxy Statement; Stockholder Approval.  As soon
as reasonably practicable after the execution of this Agreement, Regions shall
file the Registration Statement with the SEC, provided FCBS has provided, on a
reasonably timely basis, all information concerning FCBS necessary for inclusion
in the Registration Statement, and shall use its reasonable efforts to cause the
Registration Statement to become effective under the 1933 Act as soon as
reasonably practicable after the filing thereof 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 Regions Common Stock upon consummation of the
Merger. FCBS shall promptly furnish all information concerning it and the
holders of its capital stock as Regions may reasonably request in connection
with such action. FCBS shall call a Stockholders' Meeting, to be held within 45
days after the Registration Statement is declared effective by the SEC, for the
purpose of voting upon approval of (i) this Agreement and (ii) such other
related matters as it deems appropriate. In connection with the Stockholders'
Meeting, (i) FCBS shall mail the Proxy Statement to all of its stockholders,
(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 FCBS shall recommend (subject to compliance with their
fiduciary duties as advised in writing by counsel to such Board) to its
stockholders the approval of this Agreement, and (iv) the Board of Directors and
officers of FCBS shall use their reasonable efforts to obtain such stockholders'
approval (subject to compliance with their fiduciary duties as advised in
writing by counsel to such Board).
 
     8.2 Nasdaq NMS Listing.  Regions shall file with the NASD a notification
for the listing on the Nasdaq NMS relating to the proposed issuance of the
shares of Regions Common Stock to be issued to the holders of FCBS Common Stock
pursuant to the Merger.
 
     8.3 Applications.  As soon as reasonably practicable after execution of
this Agreement, Regions shall prepare and file, and FCBS 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 Consents necessary to consummate the
transactions contemplated by this Agreement. Regions shall use all reasonable
efforts to obtain the requisite Consents of all Regulatory Authorities as soon
as reasonably practicable after the filing of the appropriate applications.
 
     8.4 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, without limitation, 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
applicable to such Party referred to in Article Nine of 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.
 
     8.5 Investigation and Confidentiality.  (a) Prior to the Effective Time,
each Party will 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, after the 30th day after execution of this Agreement, shall not
interfere unreasonably with normal operations. No investigation by a Party shall
affect the representations and warranties of the other Party.
 
     (b) Each Party shall, and shall cause its advisers and agents to, maintain
the confidentiality of all confidential information furnished to it by the other
Party concerning its and its Subsidiaries' businesses, operations, and financial
positions and shall not use such information for any purpose except in
furtherance of the transactions contemplated by this Agreement. 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.
 
                                      A-18
<PAGE>   88
 
     (c) FCBS shall use its reasonable efforts to exercise its rights under
confidentiality agreements entered into with Persons which were considering an
acquisition transaction with FCBS to preserve the confidentiality of the
information relating to FCBS provided to such parties.
 
     8.6 Press Releases.  Prior to the Effective Time, FCBS and Regions 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, however, that nothing in this Section
8.6 shall be deemed to prohibit any Party from making any disclosure which its
counsel advises as necessary or advisable in order to satisfy such Party's
disclosure obligations imposed by Law.
 
     8.7 Certain Actions.  Except with respect to this Agreement and the
transactions contemplated hereby, no FCBS Company nor any Affiliate thereof nor
any investment banker, attorney, accountant, or other representative
(collectively, "Representatives") retained by any FCBS Company shall directly or
indirectly solicit any Acquisition Proposal by any Person. Except to the extent
necessary to comply with the fiduciary duties of FCBS' Board of Directors as
advised in writing by counsel to such Board of Directors, no FCBS 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, and shall direct
and use its reasonable efforts to cause all of its Representatives not to engage
in any of the foregoing, but FCBS may communicate information about such an
Acquisition Proposal to its stockholders if and to the extent that it is
required to do so in order to comply with its legal obligations. FCBS shall
promptly notify Regions orally and in writing in the event that it receives any
inquiry or proposal relating to any such transaction. FCBS shall immediately
cease and cause to be terminated as of the date of this Agreement any existing
activities, discussions, or negotiations with any Persons conducted heretofore
with respect to any of the foregoing.
 
     8.8 Tax Matters.  The Parties agree to use their reasonable efforts to
obtain written opinions of Alston & Bird LLP 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 FCBS Common Stock for
Regions Common Stock will not give rise to gain or loss to the stockholders of
FCBS with respect to such exchange (except to the extent of any cash received),
and (iii) each of FCBS and Regions will be a party to that reorganization within
the meaning of Section 368(b) of the Internal Revenue Code ("Tax Opinions"). In
rendering such Tax Opinions, counsel shall be entitled to rely upon
representations of officers of FCBS and Regions reasonably satisfactory in form
and substance to such counsel. 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 for treatment as a "reorganization" within the
meaning of Section 368(a) of the Internal Revenue Code for Federal income tax
purposes.
 
     8.9 Agreement of Affiliates.  FCBS has disclosed in Section 8.9 of the FCBS
Disclosure Memorandum each Person whom it reasonably believes is an "affiliate"
of FCBS for purposes of Rule 145 under the 1933 Act. FCBS shall use its
reasonable efforts to cause each such Person to deliver to Regions not later
than 30 days prior to the Effective Time a written agreement, substantially in
the form of Exhibit 3 to this Agreement, providing that such Person will not
sell, pledge, transfer, or otherwise dispose of the shares of FCBS 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 Regions 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 and until such time as financial
results covering at least 30 days of combined operations of Regions and FCBS
have been published within the meaning of Section 201.01 of the SEC's
Codification of Financial Reporting Policies, except that transfers may be made
in compliance with Staff Accounting Bulletin No. 76 issued by the SEC. Except
that transfers may be made in compliance with Staff Accounting Bulletin No. 76
issued by the SEC, shares of Regions Common Stock issued to such affiliates of
FCBS in exchange for shares of FCBS Common Stock shall not be transferable until
such time as financial results covering at least 30 days of combined operations
of Regions and FCBS have been published within the meaning of Section 201.01 of
the SEC's Codification of Financial Reporting Policies, regardless of
 
                                      A-19
<PAGE>   89
 
whether each such affiliate has provided the written agreement referred to in
this Section 8.9 (and Regions shall be entitled to place restrictive legends
upon certificates for shares of Regions Common Stock issued to affiliates of
FCBS pursuant to this Agreement to enforce the provisions of this Section 8.9).
Regions shall not be required to maintain the effectiveness of the Registration
Statement under the 1933 Act for the purposes of resale of Regions Common Stock
by such affiliates.
 
     8.10 Employee Benefits and Contracts.  Following the Effective Time,
Regions shall provide generally to officers and employees of the FCBS Companies
who, at or after the Effective Time, become employees of a Regions Company
employee benefits under employee benefit plans (other than stock option or other
plans involving the potential issuance of Regions Common Stock except as set
forth in this Section 8.10), on terms and conditions which when taken as a whole
are substantially similar to those currently provided by the Regions Companies
to their similarly situated officers and employees. For purposes of
participation and vesting (but not accrual of benefits) under such employee
benefit plans, (i) service under any qualified defined benefit plans of FCBS
should be treated as service under Regions' qualified defined benefit plans,
(ii) service under any qualified defined contribution plans of FCBS shall be
treated as service under Regions' qualified defined contribution plans, and
(iii) service under any other employee benefit plans of FCBS shall be treated as
service under any similar employee benefit plans maintained by Regions. Regions
also shall cause FCBS and its Subsidiaries to honor all employment, severance,
consulting, and other compensation Contracts disclosed in Section 8.10 of the
FCBS Disclosure Memorandum to Regions between any FCBS 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 FCBS Benefit Plans.
 
     8.11 Indemnification.  (a) Subject to the conditions set forth in paragraph
(b) below, for a period of six years after the Effective Time, Regions shall,
and shall cause FCBS to, indemnify, defend, and hold harmless each person
entitled to indemnification from a FCBS Company (each, an "Indemnified Party")
against all Liabilities arising out of actions or omissions occurring at or
prior to the Effective Time (including, without limitation, the transactions
contemplated by this Agreement) to the full extent permitted by Georgia Law and
FCBS' Articles of Incorporation and Bylaws, in each case as in effect on the
date hereof, including provisions relating to advances of expenses incurred in
the defense of any Litigation. Without limiting the foregoing, in any case in
which approval by the FCBS is required to effectuate any indemnification,
Regions shall cause FCBS to direct, at the election of the Indemnified Party,
that the determination of any such approval shall be made by independent counsel
mutually agreed upon between Regions and the Indemnified Party.
 
     (b) Any Indemnified Party wishing to claim indemnification under paragraph
(a), upon learning of any such Liability or Litigation, shall promptly notify
Regions thereof. In the event of any such Litigation (whether arising before or
after the Effective Time), (i) Regions or FCBS shall have the right to assume
the defense thereof and Regions 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 Regions or FCBS elects not to assume such defense or counsel for
the Indemnified Parties advises that there are substantive issues which raise
conflicts of interest between Regions or FCBS and the Indemnified Parties, the
Indemnified Parties may retain counsel satisfactory to them, and Regions or FCBS
shall pay all reasonable fees and expenses of such counsel for the Indemnified
Parties promptly as statements therefor are received; provided, however, that
Regions shall be obligated pursuant to this paragraph (b) to pay for only one
firm of counsel for all Indemnified Parties in any jurisdiction, (ii) the
Indemnified Parties will cooperate in the defense of any such Litigation, and
(iii) Regions shall not be liable for any settlement effected without its prior
written consent; and provided further that FCBS shall not 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.
 
     8.12 State Takeover Laws.  Each FCBS Company shall take all necessary steps
to exempt the transactions contemplated by this Agreement from, or if necessary
challenge the validity or applicability of, any applicable Takeover Laws,
including Sections 14-2-1111 and 14-2-1132 of the GBCC.
 
                                      A-20
<PAGE>   90
 
     8.13 Articles of Incorporation Provisions.  Each FCBS Company shall take
all necessary action to ensure that the entering into of this Agreement and the
consummation of the Merger and the other transactions contemplated hereby do not
and will not result in the grant of any rights to any Person under the Articles
of Incorporation, Bylaws, or other governing instruments of any FCBS Company or
restrict or impair the ability of Regions or any of its Subsidiaries to vote, or
otherwise to exercise the rights of a stockholder with respect to, shares of any
FCBS Company that may be directly or indirectly acquired or controlled by it.
 
                                      A-21
<PAGE>   91
 
                                  ARTICLE NINE
 
               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) Stockholder Approval.  The stockholders of FCBS 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 so obtained which is necessary to consummate the
     transactions as contemplated hereby shall be conditioned or restricted in a
     manner which in the reasonable good faith judgment of the Board of
     Directors of Regions would so materially adversely impact the economic
     benefits of the transaction as 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 other 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 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 Regions 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.
 
          (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 Regions Common Stock issuable
     pursuant to the Merger shall have been received.
 
          (f) Nasdaq NMS Listing.  The shares of Regions 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 copy of the Tax
     Opinions referred to in Section 8.8 of this Agreement. Each Party shall
     have delivered to the other a certificate, dated as of the date of the Tax
     Opinion, signed by its duly authorized officers, to the effect that, to the
     best knowledge and belief of such officers, the statement of facts and
     representations made on behalf of the management of such Party presented to
     the legal counsel delivering the Tax Opinions were at the date of such
     presentation, true, correct, and complete, and are on the date of such
     certificate, to the extent contemplated by the presentation, true, correct,
     and complete as though such presentation had been made on the date of such
     certificate.
 
     9.2 Conditions to Obligations of Regions.  The obligations of Regions 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 Regions pursuant to Section 11.6(a) of this Agreement:
 
                                      A-22
<PAGE>   92
 
          (a) Representations and Warranties.  For purposes of this Section
     9.2(a), the accuracy of the representations and warranties of FCBS set
     forth in this Agreement shall be assessed 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). The representations and
     warranties of FCBS set forth in Section 5.3 of this Agreement shall be true
     and correct (except for inaccuracies which are de minimis in amount). The
     representations and warranties of FCBS set forth in Sections 5.17, 5.18,
     and 5.19 of this Agreement shall be true and correct in all material
     respects. There shall not exist inaccuracies in the representations and
     warranties of FCBS set forth in this Agreement (including the
     representations and warranties set forth in Sections 5.3, 5.17, 5.18, and
     5.19) such that the aggregate effect of such inaccuracies has, or is
     reasonably likely to have, a Material Adverse Effect on FCBS; provided
     that, for purposes of this sentence only, those representations and
     warranties which are qualified by references to "material" or "Material
     Adverse Effect" shall be deemed not to include such qualifications.
 
          (b) Performance of Agreements and Covenants.  Each and all of the
     agreements and covenants of FCBS 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.  FCBS shall have delivered to Regions (i) a
     certificate, dated as of the Effective Time and signed on its behalf by its
     duly authorized officers, 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
     FCBS' Board of Directors and stockholders 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 Regions and its
     counsel shall request.
 
          (d) Claims Letters.  Each of the directors and officers of FCBS shall
     have executed and delivered to Regions letters in substantially the form of
     Exhibit 4 to this Agreement.
 
          (e) Legal Opinion.  Regions shall have received a written opinion,
     dated as of the Effective Time, of counsel to FCBS, in substantially the
     form of Exhibit 5 to this Agreement.
 
          (f) Affiliate Agreements.  Regions shall have received from each
     affiliate of FCBS the affiliates agreement referred to in Section 8.9 of
     this Agreement.
 
          (g) Pooling Letter.  Regions shall have received a letter from Ernst &
     Young, LLP, dated as of the Effective Time, to the effect that the Merger
     will qualify for pooling-of-interests accounting treatment under Accounting
     Principles Board Opinion No. 16 if closed and consummated in accordance
     with this Agreement.
 
     9.3 Conditions to Obligations of FCBS.  The obligations of FCBS 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 FCBS pursuant to Section 11.6(b) of this Agreement:
 
          (a) Representations and Warranties.  For purposes of this Section
     9.3(a), the accuracy of the representations and warranties of Regions set
     forth in this Agreement shall be assessed 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). The representations and
     warranties of Regions set forth in Section 6.3 of this Agreement shall be
     true and correct (except for inaccuracies which are de minimis in amount).
     The representations and warranties of Regions set forth in Section 6.10 of
     this Agreement shall be true and correct in all material respects. There
     shall not exist inaccuracies in the representations and warranties of
     Regions set forth in this Agreement (including the representations and
     warranties set forth in Sections 6.3 and 6.10) such that the aggregate
     effect of such inaccuracies has, or is reasonably likely to have, a
     Material Adverse Effect on Regions; provided that, for
                                      A-23
<PAGE>   93
 
     purposes of this sentence only, those representations and warranties which
     are qualified by references to "material" or "Material Adverse Effect"
     shall be deemed not to include such qualifications.
 
          (b) Performance of Agreements and Covenants.  Each and all of the
     agreements and covenants of Regions 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.  Regions shall have delivered to FCBS (i) a
     certificate, dated as of the Effective Time and signed on its behalf by its
     duly authorized officers, to the effect that, to the best knowledge of such
     officers, after due inquiry, 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 Regions' Board of Directors
     and stockholders evidencing the taking of all corporate action necessary to
     authorize the execution, delivery, and performance of this Agreement, as
     appropriate, and the consummation of the transactions contemplated hereby,
     all in such reasonable detail as FCBS and its counsel shall request.
 
          (d) Legal Opinion.  FCBS shall have received a written opinion, dated
     as of the Effective Time, of counsel to Regions, in substantially the form
     of Exhibit 6 to this Agreement.
 
                                  ARTICLE TEN
 
                                  TERMINATION
 
     10.1 Termination.  Notwithstanding any other provision of this Agreement,
and notwithstanding the approval of this Agreement by the stockholders of FCBS,
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 Regions and the
     Board of Directors of FCBS; or
 
          (b) By the Board of Directors of either Party (provided that the
     terminating Party is not then in breach of any representation or warranty
     contained in this Agreement under the applicable standard set forth in
     Section 9.2(a) of this Agreement in the case of FCBS and Section 9.3(a) in
     the case of Regions or in material breach of any covenant or other
     agreement contained in this Agreement) in the event of an inaccuracy of any
     representation or warranty of the other Party 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 inaccuracy and which
     inaccuracy would provide the terminating Party the ability to refuse to
     consummate the Merger under the applicable standard set forth in Section
     9.2(a) of this Agreement in the case of FCBS and Section 9.3(a) of this
     Agreement in the case of Regions; or
 
          (c) By the Board of Directors of either Party (provided that the
     terminating Party is not then in breach of any representation or warranty
     contained in this Agreement under the applicable standard set forth in
     Section 9.2(a) of this Agreement in the case of FCBS and Section 9.3(a) in
     the case of Regions or in material breach of any covenant or other
     agreement contained in this Agreement) in the event of a material breach by
     the other Party of any covenant or agreement 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; 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
     stockholders of FCBS fail to vote their approval of this Agreement and the
     transactions contemplated hereby as required by the Laws of the State of
     Georgia at the FCBS Stockholders' Meeting where the transactions were
     presented to such stockholders for approval and voted upon; or
 
          (e) By the Board of Directors of FCBS or by the Board of Directors of
     Regions in the event that the Merger shall not have been consummated by
     December 31, 1998, in each case only if the failure to
 
                                      A-24
<PAGE>   94
 
     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 (provided that the
     terminating Party is not then in breach of any representation or warranty
     contained in this Agreement under the applicable standard set forth in
     Section 9.2(a) of this Agreement in the case of FCBS and Section 9.3(a) in
     the case of Regions or in material breach of any covenant or other
     agreement contained in this Agreement) in the event that any of the
     conditions precedent to the obligations of such Party to consummate the
     Merger (other than as contemplated by Section 10.1(d) of this Agreement)
     cannot be satisfied or fulfilled by the date specified in Section 10.1(e)
     of this Agreement as the date after which such Party may terminate this
     Agreement; or
 
          (g) By the Board of Directors of FCBS, if it determines by a vote of a
     majority of the members of its entire Board, at any time during the ten-day
     period commencing two days after the Determination Date, if both of the
     following conditions are satisfied:
 
             (1) the Average Closing Price shall be less than the product of (i)
        0.80 and (ii) the Starting Price; and
 
             (2) (i) the quotient obtained by dividing the Average Closing Price
        by the Starting Price (such number being referred to herein as the
        "Regions Ratio") shall be less than (ii) the quotient obtained by
        dividing the Index Price on the Determination Date by the Index Price on
        the Starting Date and subtracting 0.15 from the quotient in this clause
        (2)(ii) (such number being referred to herein as the "Index Ratio");
 
     subject, however, to the following three sentences. If FCBS refuses to
     consummate the Merger pursuant to this Section 10.1(g), it shall give
     prompt written notice thereof to Regions; provided, that such notice of
     election to terminate may be withdrawn at any time within the
     aforementioned ten-day period. During the five-day period commencing with
     its receipt of such notice, Regions shall have the option to elect to
     increase the Exchange Ratio to equal the lesser of (i) the quotient
     (rounded to the nearest one-ten-thousandth) obtained by dividing (1) the
     product of 0.80, the Starting Price, and the Exchange Ratio (as then in
     effect) by (2) the Average Closing Price, and (ii) the quotient (rounded to
     the nearest one- ten-thousandth) obtained by dividing (1) the product of
     the Index Ratio and the Exchange Ratio (as then in effect) by (2) the
     Regions Ratio. If Regions makes an election contemplated by the preceding
     sentence, within such five-day period, it shall give prompt written notice
     to FCBS of such election and the revised Exchange Ratio, whereupon no
     termination shall have occurred pursuant to this Section 10.1(g) and this
     Agreement shall remain in effect in accordance with its terms (except as
     the Exchange Ratio shall have been so modified), and any references in this
     Agreement to "Exchange Ratio" shall thereafter be deemed to refer to the
     Exchange Ratio as adjusted pursuant to this Section 10.1(g).
 
     For purposes of this Section 10.1(g), the following terms shall have the
meanings indicated:
 
          "Average Closing Price" shall mean the average of the daily last sales
     prices of Regions Common Stock as reported on the Nasdaq NMS (as reported
     by The Wall Street Journal or, if not reported thereby, another
     authoritative source as chosen by Regions) for the 10 consecutive full
     trading days in which such shares are traded on the Nasdaq NMS ending at
     the close of trading on the Determination Date.
 
          "Determination Date" shall mean the date on which the Consent of the
     Board of Governors of the Federal Reserve System to the Merger shall be
     received.
 
          "Index Group" shall mean the 17 bank holding companies listed below,
     the common stocks of all of which shall be publicly traded and as to which
     there shall not have been, since the Starting Date and before the
     Determination Date, any public announcement of a proposal for such company
     to be acquired or for such company to acquire another company or companies
     in transactions with a value exceeding 25% of the acquiror's market
     capitalization. In the event that any such company or companies are removed
     from the Index Group, the weights (which shall be determined based upon the
     number of
 
                                      A-25
<PAGE>   95
 
     outstanding shares of common stock) shall be redistributed proportionately
     for purposes of determining the Index Price. The 17 bank holding companies
     and the weights attributed to them are as follows:
 
<TABLE>
<CAPTION>
                   BANK HOLDING COMPANIES                     WEIGHTING
                   ----------------------                     ---------
<S>                                                           <C>
AmSouth Bancorporation......................................     4.07%
BB&T Corporation............................................     6.78
Compass Bancshares, Inc.....................................     3.34
Fifth Third Bancorp.........................................     7.84
First American Corporation..................................     2.96
First Security Corporation..................................     5.86
First Tennessee National Corporation........................     3.25
First Virginia Banks, Inc...................................     2.62
Hibernia Corporation........................................     6.62
Huntington Bancshares, Inc..................................     9.68
Mercantile Bancorporation, Inc..............................     6.60
SouthTrust Corporation......................................     5.05
Star Banc Corporation.......................................     4.32
Summit Bancorp..............................................     8.91
SunTrust Banks, Inc.........................................    10.67
Union Planters Corporation..................................     3.45
Wachovia Corporation........................................     7.99
                                                               -------
          Total.............................................   100.00%
                                                               =======
</TABLE>
 
          "Index Price" on a given date shall mean the weighted average
     (weighted in accordance with the factors listed above) of the last sale
     prices of the companies composing the Index Group.
 
          "Starting Date" shall mean the fourth full trading day after the
     announcement by press release of the Merger.
 
          "Starting Price" shall mean the last sale price per share of Regions
     Common Stock as reported on the Nasdaq NMS (as reported by The Wall Street
     Journal or, if not reported thereby, another authoritative source as chosen
     by Regions) on the Starting Date.
 
     If any company belonging to the Index Group or Regions declares or effects
a stock dividend, reclassification, recapitalization, split-up, combination,
exchange of shares, or similar transaction between the date of this Agreement
and the Determination Date, the prices for the common stock of such company or
Regions shall be appropriately adjusted for the purposes of applying this
Section 10.1(g); or
 
          (h) By the Board of Directors of Regions, at any time prior to the
     30th day after execution of this Agreement without any Liability in the
     event that the review of the Assets, business, financial condition, and
     results of operations of FCBS undertaken by Regions during such time period
     or any of the disclosures contained in the FCBS Disclosure Memorandum
     causes the Board of Directors of Regions to determine, in its reasonable
     good faith judgment, that a fact or circumstance of which Regions is not
     aware as of the date of this Agreement exists which materially and
     adversely impacts the economic benefit to Regions of the transactions
     contemplated by this Agreement so as to render inadvisable the consummation
     of the Merger.
 
     10.2 Effect of Termination.  In the event of the termination of this
Agreement pursuant to Section 10.1 of this Agreement, this Agreement shall
become void and have no effect, except that (i) the provisions of this Section
10.2 and Article Eleven and Section 8.5(b) of this Agreement shall survive any
such termination, and (ii) a termination pursuant to Sections 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 breach of a representation, warranty, covenant,
or agreement giving rise to such termination. Each of the Support Agreements
shall be governed by its own terms as to its termination.
 
                                      A-26
<PAGE>   96
 
     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 Two, Three, Four, and Eleven and Sections 8.9 and 8.11 of this
Agreement.
 
                                 ARTICLE ELEVEN
                                 MISCELLANEOUS
 
     11.1 Definitions.  Except as otherwise provided herein, the capitalized
terms set forth below (in their singular and plural forms as applicable) shall
have the following meanings:
 
          "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 ten
     percent (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
     each of the Support Agreements and the other 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.
 
          "BHC Act" shall mean the federal Bank Holding Company Act of 1956, as
     amended.
 
          "Business Combination" shall mean an acquisition of, merger or
     combination with, share exchange involving any class of voting stock of,
     sale of more than fifty percent (50%) of the consolidated assets by, or
     other business combination involving, or tender offer for or sale or
     issuance of any equity securities involving an acquisition by a third party
     of more than fifty percent (50%) of the voting stock of, FCBS, other than
     the formation of a newly organized holding company for FCBS in which the
     shares of FCBS Common Stock are exchanged for shares of the holding company
     on a basis that does not cause the respective beneficial interests of each
     stockholder to change or transactions with a Regions Company.
 
          "Closing" shall mean the closing of the transactions contemplated
     hereby, as described in Section 1.2 of this Agreement.
 
          "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, plan, practice, restriction, understanding, 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 notice 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.
 
                                      A-27
<PAGE>   97
 
          "DGCL" shall mean the Delaware General Corporation Law.
 
          "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 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 Plan" shall have the meaning provided in Section 5.13 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(c) of
     this Agreement.
 
          "Exhibits" 1 through 6, 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.
 
          "FCBS Benefit Plans" shall have the meaning set forth in Section 5.13
     of this Agreement.
 
          "FCBS Common Stock" shall mean the $1.00 par value common stock of
     FCBS.
 
          "FCBS Companies" shall mean, collectively, FCBS and all FCBS
     Subsidiaries.
 
          "FCBS Disclosure Memorandum" shall mean the written information
     entitled "First Community Banking Services, Inc. Disclosure Memorandum"
     delivered by the 10th day following execution of this Agreement to Regions
     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.
 
          "FCBS Financial Statements" shall mean (i) the consolidated statements
     of condition (including related notes and schedules, if any) of FCBS as of
     September 30, 1997, and as of December 31, 1996 and 1995, and the related
     statements of income, changes in stockholders' equity, and cash flows
     (including related notes and schedules, if any) for the nine months ended
     September 30, 1997, and for each of the three years ended December 31,
     1996, 1995, and 1994, as filed by FCBS in SEC Documents, and (ii) the
     consolidated statements of condition of FCBS (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 September 30, 1997.
 
          "FCBS Preferred Stock" shall mean the $1.00 par value preferred stock
     of FCBS.
 
          "FCBS Subsidiaries" shall mean the Subsidiaries of FCBS, which shall
     include the FCBS Subsidiaries described in Section 5.4 of this Agreement
     and any corporation, bank, savings association, or other organization
     acquired as a Subsidiary of FCBS in the future and owned by FCBS at the
     Effective Time.
 
          "FDIC" shall mean the Federal Deposit Insurance Corporation.
 
          "GAAP" shall mean generally accepted accounting principles,
     consistently applied during the periods involved.
 
          "GBCC" shall mean the Georgia Business Corporation Code.
 
          "Hazardous Material" shall mean any pollutant, contaminant, or
     hazardous substance within the meaning of the Comprehensive Environmental
     Response, Compensation, and Liability Act, 42 U.S.C. sec. 9601 et seq., or
     any similar federal, state, or local Law.
 
                                      A-28
<PAGE>   98
 
          "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 knowledge
     after due inquiry 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.
 
          "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, without limitation, 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,
     without limitation, costs of investigation, collection, 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) for depository institutions, pledges to
     secure deposits and other Liens incurred in the ordinary course of the
     banking business, and (iii) Liens which are not reasonably likely to have,
     individually or in the aggregate, a Material Adverse Effect on a Party.
 
          "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, 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.
 
          "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, individually or 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 effect" shall not be deemed to include the impact of (a) changes in
     banking and similar Laws of general applicability or interpretations
     thereof by courts or governmental authorities, (b) changes in GAAP or
     regulatory accounting principles generally applicable to banks and their
     holding companies, (c) actions and omissions of a Party (or any of its
     Subsidiaries) taken with the prior informed consent of the other Party in
     contemplation of the transactions contemplated hereby, or (d) the Merger
     and compliance with the provisions of this Agreement on the operating
     performance of the Parties.
 
          "Merger" shall mean the merger of FCBS with and into Regions referred
     to in Section 1.1 of this Agreement.
 
          "NASD" shall mean the National Association of Securities Dealers, Inc.
 
                                      A-29
<PAGE>   99
 
          "Nasdaq NMS" shall mean the National Market System of the National
     Association of Securities Dealers, Inc. 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.
 
          "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 in which the Party in
     question or any of its Subsidiaries participates in the management and,
     where required by the context, includes the owner or operator or such
     property, but only with respect to such property.
 
          "Party" shall mean either FCBS or Regions and "Parties" shall mean
     both FCBS and Regions.
 
          "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 FCBS to
     solicit the approval of its stockholders of the transactions contemplated
     by this Agreement and shall include the prospectus of Regions relating to
     the shares of Regions Common Stock to be issued to the stockholders of
     FCBS.
 
          "Regions Common Stock" shall mean the $.625 par value common stock of
     Regions.
 
          "Regions Companies" shall mean, collectively, Regions and all Regions
     Subsidiaries.
 
          "Regions Financial Statements" shall mean (i) the consolidated
     statements of condition (including related notes and schedules, if any) of
     Regions as of September 30, 1997, and as of December 31, 1996 and 1995, and
     the related statements of income, changes in stockholders' equity, and cash
     flows (including related notes and schedules, if any) for the nine months
     ended September 30, 1997, and for each of the three years ended December
     31, 1996, 1995, and 1994, as filed by Regions in SEC Documents, and (ii)
     the consolidated statements of condition of Regions (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 September 30, 1997.
 
          "Regions Subsidiaries" shall mean the Subsidiaries of Regions.
 
          "Registration Statement" shall mean the Registration Statement on Form
     S-4, or other appropriate form, filed with the SEC by Regions under the
     1933 Act in connection with the transactions contemplated by this
     Agreement.
 
          "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,
     the Office of the Comptroller of the Currency, the FDIC, all state
     regulatory agencies having jurisdiction over the Parties and their
     respective Subsidiaries, the NASD, and the SEC.
 
          "SEC" shall mean the United States Securities and Exchange Commission.
 
          "SEC Documents" shall mean all reports and registration statements
     filed, or required to be filed, by a Party or any of its Subsidiaries with
     any Regulatory Authority pursuant to the Securities Laws.
 
                                      A-30
<PAGE>   100
 
          "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.
 
          "Stockholders' Meeting" shall mean the meeting of the stockholders of
     FCBS to be held pursuant to Section 8.1 of this Agreement, including any
     adjournment or adjournments thereof.
 
          "Subsidiary" or collectively "Subsidiaries" shall mean all those
     corporations, banks, associations, or other entities of which the entity in
     question owns or controls fifty percent (50%) or more of the outstanding
     equity securities either directly or through an unbroken chain of entities
     as to each of which fifty percent (50%) or more of the outstanding equity
     securities is owned directly or indirectly by its parent; provided,
     however, 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.
 
          "Support Agreements" shall mean the various Support Agreements, each
     in substantially the form of Exhibit 2 to this Agreement.
 
          "Surviving Corporation" shall mean Regions 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, of any nature whatsoever,
     including interest, penalties, and additions imposed thereon or with
     respect thereto.
 
          "Termination Fee Agreement" shall mean the Termination Fee Agreement,
     in substantially the form of Exhibit 1 to this Agreement.
 
     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 Regions 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 breach by a Party of the
terms of this Agreement or otherwise limit the rights of the nonbreaching Party.
 
     11.3 Brokers and Finders.  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 except for the fees payable by FCBS to Brown, Burke Capital Partners,
Inc.. In the event of a claim by any other broker or finder based upon his or
its representing or being retained by or allegedly representing or being
retained by FCBS or Regions, each of FCBS and Regions, 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 supersedes all prior arrangements or
understandings with respect thereto, written or oral. Nothing in this Agreement,
expressed or implied, is intended to, or shall, 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, other than as
provided in Sections 8.9 and 8.11 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;
 
                                      A-31
<PAGE>   101
 
provided, however, that after any such approval by the holders of FCBS Common
Stock, there shall be made no amendment decreasing the consideration to be
received by FCBS stockholders without the further approval of such stockholders.
 
     11.6 Waivers.  (a) Prior to or at the Effective Time, Regions, acting
through its Board of Directors, chief executive officer, vice chairman, or other
authorized officer, shall have the right to waive any Default in the performance
of any term of this Agreement by FCBS, to waive or extend the time for the
compliance or fulfillment by FCBS of any and all of its obligations under this
Agreement, and to waive any or all of the conditions precedent to the
obligations of Regions 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 Regions.
 
     (b) Prior to or at the Effective Time, FCBS, 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
Regions, to waive or extend the time for the compliance or fulfillment by
Regions of any and all of their obligations under this Agreement, and to waive
any or all of the conditions precedent to the obligations of FCBS 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 FCBS.
 
     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.
 
     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
 
                                      A-32
<PAGE>   102
 
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 received:
 
<TABLE>
<S>                              <C>
FCBS:                            First Community Banking Services, Inc.
                                 300 South Peachtree Parkway
                                 Peachtree City, Georgia 30269
                                 Telecopy Number: (770) 631-8380
                                 Attention: Ira P. Shepherd
                                            President and Chief Executive Officer
Copy to Counsel:                 Nelson Mullins Riley & Scarborough L.L.P.
                                 First Union Plaza, Suite 1400
                                 999 Peachtree Street, N.E.
                                 Atlanta, Georgia 30309
                                 Telecopy Number: (404) 817-6050
                                 Attention: Neil E. Grayson and
                                            Glenn W. Sturm
Regions:                         Regions Financial Corporation
                                 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:                 Regions Financial Corporation
                                 417 North 20th Street
                                 Birmingham, Alabama 35203
                                 Telecopy Number: (205) 326-7751
                                 Attention: Samuel E. Upchurch, Jr.
                                            General Counsel and Corporate Secretary
</TABLE>
 
     11.9 Governing Law.  Except to the extent the laws of the State of Georgia
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 one 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.
 
     11.11 Captions.  The captions contained in this Agreement are for reference
purposes only and are not part of this Agreement.
 
     11.12 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.
 
                                      A-33
<PAGE>   103
 
     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.
 
<TABLE>
<S>                                                    <C>
ATTEST:                                                FIRST COMMUNITY BANKING
                                                       SERVICES, INC.
 
By: /s/ JOSEPH S. BLACK                                By: /s/ IRA P. SHEPHERD
- -----------------------------------------------------  -----------------------------------------------------
      Joseph S. Black                                        Ira P. Shepherd
      Secretary                                              President and Chief Executive Officer
                                                       
[CORPORATE SEAL]
 
ATTEST:                                                REGIONS FINANCIAL CORPORATION
 
By: /s/ SAMUEL E. UPCHURCH, JR.                        By: /s/ RICHARD D. HORSLEY
- -----------------------------------------------------  -----------------------------------------------------
      Samuel E. Upchurch, Jr.                                Richard D. Horsley
      Corporate Secretary                                    Vice Chairman
                                                     
 
[CORPORATE SEAL]
</TABLE>
 
                                      A-34
<PAGE>   104
 
                                                                      APPENDIX B
Board of Directors                                                        , 1998
First Community Banking Services, Inc.
300 South Peachtree Parkway
Peachtree City, GA 30269
 
Dear Members of the Board:
 
     You have asked us to advise you with respect to the fairness to the
shareholders of First Community Banking Services, Inc. (the "Company"), from a
financial point of view, of the exchange ratio (the "Exchange Ratio") provided
for in the Agreement and Plan of Merger dated as of February 10, 1998 (the
"Merger Agreement") between the Company and Regions Financial Corporation
("Regions"). The Merger Agreement provides for a merger (the "Merger") of the
Company and Regions pursuant to which the common shareholders of the Company
will receive 0.625 common shares of Regions for every common share of the
Company. Termination rights to the Merger are available to the Company as fully
described in the Merger Agreement, if the trading price of Regions common stock
for a defined period prior to the effective date of the Merger has declined
below $31.25 per share and the decline since February 19, 1998 exceeds by more
than 15% the decline in value for a group of comparable bank holding companies
(the "Index Group") over the same period. In the event this termination right is
exercised by the Company, Regions can require the Company to consummate the
Merger by increasing the Exchange Ratio to a level which provides a value to the
Company that corresponds to the value which would have been received if Regions
stock had declined to the lower of $31.25 or the level which reflects a 15%
decline from the stock performance reflected by the Index Group.
 
     In arriving at our opinion, we have reviewed certain publicly available
business and financial information relating to Regions and the Company. We have
also reviewed certain other information, including financial forecasts and
budgets and have discussed with the Company's management the business and
prospects of the Company.
 
     We have also considered certain financial and stock market data of Regions
and the Company and we have compared that data with similar data for other
publicly held bank holding companies and we have considered the financial terms
of certain other comparable transactions which have recently been effected. We
also considered such other information, financial studies, analyses and
investigations and financial, economic and market criteria which we deemed
relevant. In connection with our review, we have not independently verified any
of the foregoing information and have relied on its being complete and accurate
in all material respects. With respect to the financial forecasts and budgets,
we have assumed that they have been reasonably prepared on bases reflecting the
best currently available estimates and judgments the Company's management as to
the future financial performance of the Company. We have not made an independent
evaluation or appraisal of the assets of Regions or the Company and we have
assumed that the aggregate allowances for loan losses for Regions and the
Company are adequate to cover such losses. We have not solicited third party
indications of interest in acquiring the Company.
 
     It should be noted that this opinion is based on market conditions and
other circumstances existing on the date hereof and this opinion does not
represent our view as to what the value of the Regions common stock necessarily
will be when the Regions common stock is issued to the stockholders of the
Company upon consummation of the Merger.
 
     We have acted as financial advisor to the Company in connection with the
Merger and will receive a fee for our services, a significant portion of which
is contingent upon the consummation of the Merger.
 
     It is understood that this opinion may be included in its entirety in any
communication by the Company or the Board of Directors to the shareholders of
the Company. The opinion may not, however, be summarized, excerpted from or
otherwise publicly referred to without our prior written consent.
 
                                       B-1
<PAGE>   105
 
Board of Directors
First Community Banking Services, Inc.
300 South Peachtree Parkway
Peachtree City, GA 30269
Page 2
 
     Based upon and subject to the foregoing, it is our opinion that as of the
date hereof, the Exchange Ratio of the Merger is fair to the common shareholders
of the Company from a financial point of view.
 
                                          Very truly yours,
 
                                          BROWN, BURKE CAPITAL PARTNERS, INC.
 
                                       B-2
<PAGE>   106
 
                                                                      APPENDIX C
 
                                CODE OF GEORGIA
 
             TITLE 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
 
                        CHAPTER 2. BUSINESS CORPORATIONS
 
                         ARTICLE 13. DISSENTERS' RIGHTS
 
             PART 1. RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES
 
14-2-1301 Definitions.
 
     As used in this article, the term:
 
          (1) "Beneficial shareholder" means the person who is a beneficial
     owner of shares held in a voting trust or by a nominee as the record
     shareholder.
 
          (2) "Corporate action" means the transaction or other action by the
     corporation that creates dissenters' rights under Code Section 14-2-1302.
 
          (3) "Corporation" means the issuer of shares held by a dissenter
     before the corporate action, or the surviving or acquiring corporation by
     merger or share exchange of that issuer.
 
          (4) "Dissenter" means a shareholder who is entitled to dissent from
     corporate action under Code Section 14-2-1302 and who exercises that right
     when and in the manner required by Code Sections 14-2-1320 through
     14-2-1327.
 
          (5) "Fair value," with respect to a dissenter's shares, means the
     value of the shares immediately before the effectuation of the corporate
     action to which the dissenter objects, excluding any appreciation or
     depreciation in anticipation of the corporate action.
 
          (6) "Interest" means interest from the effective date of the corporate
     action until the date of payment, at a rate that is fair and equitable
     under all the circumstances.
 
          (7) "Record shareholder" means the person in whose name shares are
     registered in the records of a corporation or the beneficial owner of
     shares to the extent of the rights granted by a nominee certificate on file
     with a corporation.
 
          (8) "Shareholder" means the record shareholder or the beneficial
     shareholder.
 
14-2-1302 Right to dissent.
 
     (a) A record shareholder of the corporation is entitled to dissent from,
and obtain payment of the fair value of his shares in the event of, any of the
following corporate actions:
 
          (1) Consummation of a plan of merger to which the corporation is a
     party:
 
             (A) If approval of the shareholders of the corporation is required
        for the merger by Code Section 14-2-1103 or the articles of
        incorporation and the shareholder is entitled to vote on the merger; or
 
             (B) If the corporation is a subsidiary that is merged with its
        parent under Code Section 14-2-1104;
 
          (2) Consummation of a plan of share exchange to which the corporation
     is a party as the corporation whose shares will be acquired, if the
     shareholder is entitled to vote on the plan;
 
          (3) Consummation of a sale or exchange of all or substantially all of
     the property of the corporation if a shareholder vote is required on the
     sale or exchange pursuant to Code Section 14-2-1202, but not including a
     sale pursuant to court order or a sale for cash pursuant to a plan by which
     all or substantially all of the net proceeds of the sale will be
     distributed to the shareholders within one year after the date of sale;
 
                                       C-1
<PAGE>   107
 
          (4) An amendment of the articles of incorporation that materially and
     adversely affects rights in respect of a dissenter's shares because it:
 
             (A) Alters or abolishes a preferential right of the shares;
 
             (B) Creates, alters, or abolishes a right in respect of redemption,
 
             including a provision respecting a sinking fund for the redemption
        or repurchase, of the shares;
 
             (C) Alters or abolishes a preemptive right of the holder of the
        shares to acquire shares or other securities;
 
             (D) Excludes or limits the right of the shares to vote on any
        matter, or to cumulate votes, other than a limitation by dilution
        through issuance of shares or other securities with similar voting
        rights;
 
             (E) Reduces the number of shares owned by the shareholder to a
        fraction of a share if the fractional share so created is to be acquired
        for cash under Code Section 14-2-604; or
 
             (F) Cancels, redeems, or repurchases all or part of the shares of
        the class; or
 
          (5) Any corporate action taken pursuant to a shareholder vote to the
     extent that Article 9 of this chapter, the articles of incorporation,
     bylaws, or a resolution of the board of directors provides that voting or
     nonvoting shareholders are entitled to dissent and obtain payment for their
     shares.
 
     (b) A shareholder entitled to dissent and obtain payment for his shares
under this article may not challenge the corporate action creating his
entitlement unless the corporate action fails to comply with procedural
requirements of this chapter or the articles of incorporation or bylaws of the
corporation or the vote required to obtain approval of the corporate action was
obtained by fraudulent and deceptive means, regardless of whether the
shareholder has exercised dissenter's rights.
 
     (c) Notwithstanding any other provision of this article, there shall be no
right of dissent in favor of the holder of shares of any class or series which,
at the record date fixed to determine the shareholders entitled to receive
notice of and to vote at a meeting at which a plan of merger or share exchange
or a sale or exchange of property or an amendment of the articles of
incorporation is to be acted on, were either listed on a national securities
exchange or held of record by more than 2,000 shareholders, unless:
 
          (1) In the case of a plan of merger or share exchange, the holders of
     shares of the class or series are required under the plan of merger or
     share exchange to accept for their shares anything except shares of the
     surviving corporation or another publicly held corporation which at the
     effective date of the merger or share exchange are either listed on a
     national securities exchange or held of record by more than 2,000
     shareholders, except for scrip or cash payments in lieu of fractional
     shares; or
 
          (2) The articles of incorporation or a resolution of the board of
     directors approving the transaction provides otherwise.
 
14-2-1303 Dissent by nominees and beneficial owners.
 
     A record shareholder may assert dissenters' rights as to fewer than all the
shares registered in his name only if he dissents with respect to all shares
beneficially owned by any one beneficial shareholder and notifies the
corporation in writing of the name and address of each person on whose behalf he
asserts dissenters' rights. The rights of a partial dissenter under this Code
section are determined as if the shares as to which he dissents and his other
shares were registered in the names of different shareholders.
 
14-2-1320 Notice of dissenters' rights.
 
     (a) If proposed corporate action creating dissenters' rights under Code
Section 14-2-1302 is submitted to a vote at a shareholders' meeting, the meeting
notice must state that shareholders are or may be entitled to assert dissenters'
rights under this article and be accompanied by a copy of this article.
 
                                       C-2
<PAGE>   108
 
     (b) If corporate action creating dissenters' rights under Code Section
14-2-1302 is taken without a vote of shareholders, the corporation shall notify
in writing all shareholders entitled to assert dissenters' rights that the
action was taken and send them the dissenters' notice described in Code Section
14-2-1322 no later than ten days after the corporate action was taken.
 
14-2-1321 Notice of intent to demand payment.
 
     (a) If proposed corporate action creating dissenters' rights under Code
Section 14-2-1302 is submitted to a vote at a shareholders' meeting, a record
shareholder who wishes to assert dissenters' rights:
 
          (1) Must deliver to the corporation before the vote is taken written
     notice of his intent to demand payment for his shares if the proposed
     action is effectuated; and
 
          (2) Must not vote his shares in favor of the proposed action.
 
     (b) A record shareholder who does not satisfy the requirements of
subsection (a) of this Code section is not entitled to payment for his shares
under this article.
 
14-2-1322  Dissenters' notice.
 
     (a) If proposed corporate action creating dissenters' rights under Code
Section 14-2-1302 is authorized at a shareholders' meeting, the corporation
shall deliver a written dissenters' notice to all shareholders who satisfied the
requirements of Code Section 14-2-1321.
 
     (b) The dissenters' notice must be sent no later than ten days after the
corporate action was taken and must:
 
          (1) State where the payment demand must be sent and where and when
     certificates for certificated shares must be deposited;
 
          (2) Inform holders of uncertificated shares to what extent transfer of
     the shares will be restricted after the payment demand is received;
 
          (3) Set a date by which the corporation must receive the payment
     demand, which date may not be fewer than 30 nor more than 60 days after the
     date the notice required in subsection (a) of this Code section is
     delivered; and
 
          (4) Be accompanied by a copy of this article.
 
14-2-1323  Duty to demand payment.
 
     (a) A record shareholder sent a dissenters' notice described in Code
Section 14-2-1322 must demand payment and deposit his certificates in accordance
with the terms of the notice.
 
     (b) A record shareholder who demands payment and deposits his shares under
subsection (a) of this Code section retains all other rights of a shareholder
until these rights are canceled or modified by the taking of the proposed
corporate action.
 
     (c) A record shareholder who does not demand payment or deposit his share
certificates where required, each by the date set in the dissenters' notice, is
not entitled to payment for his shares under this article.
 
14-2-1324  Share restrictions.
 
     (a) The corporation may restrict the transfer of uncertificated shares from
the date the demand for their payment is received until the proposed corporate
action is taken or the restrictions released under Code Section 14-2-1326.
 
     (b) The person for whom dissenters' rights are asserted as to
uncertificated shares retains all other rights of a shareholder until these
rights are canceled or modified by the taking of the proposed corporate action.
 
                                       C-3
<PAGE>   109
 
14-2-1325  Offer of payment.
 
     (a) Except as provided in Code Section 14-2-1327, within ten days of the
later of the date the proposed corporate action is taken or receipt of a payment
demand, the corporation shall by notice to each dissenter who complied with Code
Section 14-2-1323 offer to pay to such dissenter the amount the corporation
estimates to be the fair value of his or her shares, plus accrued interest.
 
     (b) The offer of payment must be accompanied by:
 
          (1) The corporation's balance sheet as of the end of a fiscal year
     ending not more than 16 months before the date of payment, an income
     statement for that year, a statement of changes in shareholders' equity for
     that year, and the latest available interim financial statements, if any;
 
          (2) A statement of the corporation's estimate of the fair value of the
     shares;
 
          (3) An explanation of how the interest was calculated;
 
          (4) A statement of the dissenter's right to demand payment under Code
     Section 14-2-1327; and
 
          (5) A copy of this article.
 
     (c) If the shareholder accepts the corporation's offer by written notice to
the corporation within 30 days after the corporation's offer or is deemed to
have accepted such offer by failure to respond within said 30 days, payment for
his or her shares shall be made within 60 days after the making of the offer or
the taking of the proposed corporate action, whichever is later.
 
14-2-1326  Failure to take action.
 
     (a) If the corporation does not take the proposed action within 60 days
after the date set for demanding payment and depositing share certificates, the
corporation shall return the deposited certificates and release the transfer
restrictions imposed on uncertificated shares.
 
     (b) If, after returning deposited certificates and releasing transfer
restrictions, the corporation takes the proposed action, it must send a new
dissenters' notice under Code Section 14-2-1322 and repeat the payment demand
procedure.
 
14-2-1327  Procedure if shareholder dissatisfied with payment or offer.
 
     (a) A dissenter may notify the corporation in writing of his own estimate
of the fair value of his shares and amount of interest due, and demand payment
of his estimate of the fair value of his shares and interest due, if:
 
          (1) The dissenter believes that the amount offered under Code Section
     14-2-1325 is less than the fair value of his shares or that the interest
     due is incorrectly calculated; or
 
          (2) The corporation, having failed to take the proposed action, does
     not return the deposited certificates or release the transfer restrictions
     imposed on uncertificated shares within 60 days after the date set for
     demanding payment.
 
     (b) A dissenter waives his or her right to demand payment under this Code
section and is deemed to have accepted the corporation's offer unless he or she
notifies the corporation of his or her demand in writing under subsection (a) of
this Code section within 30 days after the corporation offered payment for his
or her shares, as provided in Code Section 14-2-1325.
 
     (c) If the corporation does not offer payment within the time set forth in
subsection (a) of Code Section 14-2-1325:
 
          (1) The shareholder may demand the information required under
     subsection (b) of Code Section 14-2-1325, and the corporation shall provide
     the information to the shareholder within ten days after receipt of a
     written demand for the information; and
 
          (2) The shareholder may at any time, subject to the limitations period
     of Code Section 14-2-1332, notify the corporation of his own estimate of
     the fair value of his shares and the amount of interest due and demand
     payment of his estimate of the fair value of his shares and interest due.
 
                                       C-4
<PAGE>   110
 
14-2-1330  Court action.
 
     (a) If a demand for payment under Code Section 14-2-1327 remains unsettled,
the corporation shall commence a proceeding within 60 days after receiving the
payment demand and petition the court to determine the fair value of the shares
and accrued interest. If the corporation does not commence the proceeding within
the 60 day period, it shall pay each dissenter whose demand remains unsettled
the amount demanded.
 
     (b) The corporation shall commence the proceeding, which shall be a nonjury
equitable valuation proceeding, in the superior court of the county where a
corporation's registered office is located. If the surviving corporation is a
foreign corporation without a registered office in this state, it shall commence
the proceeding in the county in this state where the registered office of the
domestic corporation merged with or whose shares were acquired by the foreign
corporation was located.
 
     (c) The corporation shall make all dissenters, whether or not residents of
this state, whose demands remain unsettled parties to the proceeding, which
shall have the effect of an action quasi in rem against their shares. The
corporation shall serve a copy of the petition in the proceeding upon each
dissenting shareholder who is a resident of this state in the manner provided by
law for the service of a summons and complaint, and upon each nonresident
dissenting shareholder either by registered or certified mail or by publication,
or in any other manner permitted by law.
 
     (d) The jurisdiction of the court in which the proceeding is commenced
under subsection (b) of this Code section is plenary and exclusive. The court
may appoint one or more persons as appraisers to receive evidence and recommend
decision on the question of fair value. The appraisers have the powers described
in the order appointing them or in any amendment to it. Except as otherwise
provided in this chapter, Chapter 11 of Title 9, known as the "Georgia Civil
Practice Act," applies to any proceeding with respect to dissenters' rights
under this chapter.
 
     (e) Each dissenter made a party to the proceeding is entitled to judgment
for the amount which the court finds to be the fair value of his shares, plus
interest to the date of judgment.
 
14-2-1331  Court costs and counsel fees.
 
     (a) The court in an appraisal proceeding commenced under Code Section
14-2-1330 shall determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court, but not
including fees and expenses of attorneys and experts for the respective parties.
The court shall assess the costs against the corporation, except that the court
may assess the costs against all or some of the dissenters, in amounts the court
finds equitable, to the extent the court finds the dissenters acted arbitrarily,
vexatiously, or not in good faith in demanding payment under Code Section
14-2-1327.
 
     (b) The court may also assess the fees and expenses of attorneys and
experts for the respective parties, in amounts the court finds equitable:
 
          (1) Against the corporation and in favor of any or all dissenters if
     the court finds the corporation did not substantially comply with the
     requirements of Code Sections 14-2-1320 through 14-2-1327; or
 
          (2) Against either the corporation or a dissenter, in favor of any
     other party, if the court finds that the party against whom the fees and
     expenses are assessed acted arbitrarily, vexatiously, or not in good faith
     with respect to the rights provided by this article.
 
     (c) If the court finds that the services of attorneys for any dissenter
were of substantial benefit to other dissenters similarly situated, and that the
fees for those services should not be assessed against the corporation, the
court may award to these attorneys reasonable fees to be paid out of the amounts
awarded the dissenters who were benefited.
 
14-2-1332  Limitation of actions.
 
     No action by any dissenter to enforce dissenters' rights shall be brought
more than three years after the corporate action was taken, regardless of
whether notice of the corporate action and of the right to dissent was given by
the corporation in compliance with the provisions of Code Section 14-2-1320 and
Code Section 14-2-1322.
 
                                       C-5
<PAGE>   111


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article Tenth 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 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."

     Section 145 of the Delaware General Corporation law empowers the Registrant
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


                                      II-1

<PAGE>   112


     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) 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 a majority vote of the directors who are not parties to such action,
     suit or proceeding, even though less than a quorum, or (2) if there are no
     such directors, or if such directors so direct, 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 any civil, criminal, administrative or investigative
     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.

                                      II-2

<PAGE>   113


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

        "(k) The Court of Chancery is hereby vested with exclusive jurisdiction
     to hear and determine all actions for advancement of expenses or
     indemnification brought under this section or under any bylaw, agreement,
     vote of stockholders or disinterested directors, or otherwise. The Court of
     Chancery may summarily determine a corporation's obligation to advance
     expenses (including attorneys' fees)."

     The Registrant has purchased a directors' and officers' liability insurance
contract which provides, within stated limits, reimbursement either to a


                                      II-3

<PAGE>   114


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.

ITEM 21.  EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DESCRIPTION
- ------         -----------------------------------------------------------------
<S>     <C>    <C>    
  2.1   --     Agreement and Plan of Merger, dated as of February 10, 1998,
               by and between First Community Banking Services, Inc. and Regions
               Financial Corporation -- included as Appendix A to the Proxy
               Statement/Prospectus.
  4.1   --     Certificate of Incorporation of Regions Financial Corporation --
               incorporated by reference from S-4 Registration Statement of
               Regions Financial Corporation, file no. 333-37361.
  4.2   --     By-laws of Regions Financial Corporation -- incorporated by
               reference from S-4 Registration Statement of Regions Financial
               Corporation, file no. 333-37361.
  5.    --     Opinion re: legality.
  8.    --     Form of Opinion re: tax matters.
 23.1   --     Consent of Ernst & Young LLP.
 23.2   --     Consent of Bricker & Melton, P.A.
 23.3   --     Consent of Lange, Simpson, Robinson & Somerville LLP -- to be included 
               in Exhibit 5.
 23.4   --     Consent of Alston & Bird LLP-- to be included in Exhibit 8.
 23.5   --     Consent of Brown, Burke Capital Partners, Inc.
 24.    --     Power of Attorney -- the manually signed power of attorney is set
               forth in the signature page of the registration statement.
 99.    --     Form of proxy.
</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

                                      II-4

<PAGE>   115


matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public 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.

                                      II-5

<PAGE>   116


                                   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 1st day of July, 1998.

                                             REGISTRANT:
                                             REGIONS FINANCIAL CORPORATION

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

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard D. Horsley and Samuel E. Upchurch, Jr.
and each of them, his true and lawful attorney-in-fact and agent, 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
attorney- in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.

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



<TABLE>
<CAPTION>
       SIGNATURE                     TITLE                            DATE
- --------------------------  ------------------------------    ------------------
<S>                         <C>                               <C>
/s/ Carl E. Jones, Jr.
- --------------------------  President and Chief Executive         July 1, 1998
Carl E. Jones, Jr.              Officer and Director
                            (principal executive officer)

/s/ Richard D. Horsley
- --------------------------  Vice Chairman of the Board and        July 1, 1998
Richard D. Horsley          Executive Financial Officer
                                   and Director
                            (principal financial officer)
/s/ Robert P. Houston
- --------------------------  Executive Vice President and          July 1, 1998
Robert P. Houston                  Comptroller
                            (principal accounting officer)
</TABLE>

<PAGE>   117

<TABLE>
<CAPTION>
SIGNATURE                          TITLE                            DATE
<S>                           <C>                                  <C>    
/s/ Sheila S. Blair
- --------------------------         Director                        July 1, 1998
Sheila S. Blair

/s/ William B. Boles, Sr.
- --------------------------         Director                        July 1, 1998
William B. Boles, Sr.

/s/ James B. Boone, Jr.
- --------------------------         Director                        July 1, 1998
James B. Boone, Jr.

/s/ Albert P. Brewer
- --------------------------         Director                        July 1, 1998
Albert P. Brewer

/s/ James S.M. French
- --------------------------         Director                        July 1, 1998
James S.M. French

/s/ Olin B. King
- --------------------------         Director                        July 1, 1998
Olin B. King

/s/ J. Stanley Mackin
- --------------------------    Chairman of the Board                July 1, 1998
J. Stanley Mackin                 and Director

/s/ Henry E. Simpson
- --------------------------         Director                        July 1, 1998
Henry E. Simpson

/s/ Lee J. Styslinger, Jr.
- --------------------------         Director                        July 1, 1998
Lee J. Styslinger, Jr.


- --------------------------         Director
Robert J. Williams
</TABLE>


<PAGE>   118


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                  SEQUENTIALLY
EXHIBIT                                                                             NUMBERED
NUMBER                           DESCRIPTION                                          PAGE
- -------        -----------------------------------------------------------------  ------------
<S>     <C>    <C>                                                                <C>    
  2.1   --     Agreement and Plan of Merger, dated as of February 10, 1998, by
               and between First Community Banking Services, Inc. and Regions
               Financial Corporation -- included as Appendix A to the Proxy
               Statement/Prospectus.
  4.1   --     Certificate of Incorporation of Regions Financial Corporation --
               incorporated by reference from S-4 Registration Statement of
               Regions Financial Corporation, file no. 333-37361.
  4.2   --     By-laws of Regions Financial Corporation -- incorporated by
               reference from S-4 Registration Statement of Regions Financial
               Corporation, file no. 333-37361.
  5.    --     Opinion re: legality.
  8.    --     Form of opinion re: tax matters.
 23.1   --     Consent of Ernst & Young LLP.
 23.2   --     Consent of Bricker & Melton, P.A.
 23.3   --     Consent of Lange, Simpson, Robinson & Somerville LLP -- to be included
               in Exhibit 5.
 23.4   --     Consent of Alston & Bird LLP -- to be included in Exhibit 8.
 23.5   --     Consent of Brown, Burke Capital Partners, Inc.
 24.    --     Power of Attorney -- the manually signed power of attorney is set
               forth in the signature page of the registration statement.
 99.    --     Form of proxy.
</TABLE>



<PAGE>   1


                                                                       EXHIBIT 5

            [Letterhead of Lange, Simpson, Robinson & Somerville LLP]

                                  July 1, 1998


Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama  35203

     Re:  Regions Financial Corporation
          S-4 Registration Statement
          Combination with First Community Banking Services, Inc.

Ladies and Gentlemen:

     We have acted as counsel for Regions Financial Corporation, a Delaware
corporation ("Regions") in connection with the merger of First Community Banking
Services, Inc. ("FCBS") with and into Regions (the "Merger") and in connection
with the registration of shares of common stock of Regions, par value $.625 per
share ("Regions Common Stock"), 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, to the stockholders of FCBS upon consummation of the Merger.
The maximum number of shares of Regions to be issued in the Merger is estimated
to be 990,059.

     We have examined and are familiar with the registration statement on Form
S-4 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 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
Regions Common Stock 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 LLP under the caption "Opinions" in the proxy statement/prospectus
forming a part of the registration statement.


                              Very truly yours,

                   /s/ Lange, Simpson, Robinson & Somerville LLP



<PAGE>   1
                                                                       EXHIBIT 8


                                 ALSTON&BIRD LLP

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

                                  404-881-7000
                                Fax: 404-881-4777
                                 www.alston.com

Terence J. Greene                                     Direct Dial: 404-881-7493

                               FORM OF TAX OPINION

                                  July __, 1998


Regions Financial Corporation
417 N. 20th Street
Birmingham, AL  35203

First Community Banking Services, Inc.
300 South Peachtree Parkway
Peachtree City, Georgia 30269

         Re: Agreement and Plan of Merger By and Between First Community Banking
             Services, Inc. and Regions Financial Corporation

Ladies and Gentlemen:

         We have served as counsel to Regions Financial Corporation ("Regions")
in connection with the proposed reorganization of Regions and First Community
Banking Services, Inc. ("FCBS") pursuant to the Agreement and Plan of Merger
dated as of February 10, 1998 (the "Agreement") which provides for the merger of
FCBS with and into Regions (the "Merger") All terms used herein without
definition shall have the respective meanings specified in the Agreement, and
unless otherwise specified, all section references herein are to the Internal
Revenue Code of 1986, as amended (the "Code"). In our capacity as counsel to
Regions, our opinion has been requested with respect to certain of the federal
income tax consequences of the Merger.

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

         (1) The Agreement; and

         (2) The Registration Statement on Form S-4 filed by Regions with the
Securities and Exchange Commission under the Securities Act of 1933, on July __,
1998, as amended, including the Proxy Statement/Prospectus constituting part
thereof (together the "Registration Statement").

<TABLE>
<CAPTION>
<S> <C>                              <C>                                   <C>
    1211 East Morehead Street        3605 Glenwood Avenue, Suite 310       601 Pennsylvania Avenue, N.W.
       P. O. Drawer 34009                   P. O. Drawer 31107              North Building, 11th Floor
    Charlotte, NC 28234-4009              Raleigh, NC 27622-1107             Washington, DC 20004-2601
          704-331-6000                         919-420-2200                        202-756-3300
        Fax: 704-334-2014                   Fax: 919-881-3175                    Fax: 202-756-3333
</TABLE>

<PAGE>   2
Regions Financial Corporation
July __, 1998
Page 2




         In rendering the opinions expressed herein, we have assumed with the
consent of FCBS and Regions that the Agreement and the Registration Statement
accurately and completely describe the Merger and that the Merger will be
consummated in accordance with the Agreement and as described in the
Registration Statement.

         In rendering the opinions expressed herein, we have relied with the
consent of FCBS and Regions upon the accuracy and completeness of the factual
statements and factual representations (which factual statements and factual
representations we have neither investigated nor verified) contained in the
certificates of FCBS and Regions attached hereto as Exhibits A and B (the
"Certificates"), which we have assumed are complete and accurate as of the date
hereof and will be complete and accurate as of the date on which the Merger is
consummated.

         Based on the foregoing, and subject to the assumptions and
qualifications set forth in the Registration Statement under the heading
"Description of the Transaction--Federal Income Tax Consequences of the Merger,"
we are of the opinion that, under presently applicable federal income tax law:

         1. The Merger will constitute a reorganization within the meaning of
Section 368(a) of the Code, and Regions and FCBS will each be a party to the
reorganization within the meaning of Section 368(b) of the Code.

         2. No gain or loss will be recognized by holders of FCBS Common Stock
upon the exchange in the Merger of all of their FCBS Common Stock solely for
shares of Regions Common Stock (except with respect to any cash received in lieu
of a fractional share interest in Regions Common Stock).

         3. The aggregate tax basis of the Regions Common Stock received by
holders of FCBS Common Stock who exchange all of their FCBS Common Stock solely
for Regions Common Stock in the Merger will be the same as the tax basis of the
FCBS Common Stock surrendered in exchange therefor, less the basis of any
fractional share of Regions Common Stock settled by cash payment.

         4. The holding period of the Regions Common Stock received by holders
who exchange all of their FCBS Common Stock solely for Regions Common Stock in
the Merger will include the holding period of the FCBS Common Stock surrendered
in exchange therefor, provided that such FCBS Common Stock is held as a capital
asset at the Effective Time.

<PAGE>   3
Regions Financial Corporation
July __, 1998
Page 3

         5. The payment of cash to holders of FCBS Common Stock 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
Regions Common Stock redeemed, as provided in Section 302(a) of the Code.

         6. Where solely cash is received by a holder of FCBS Common Stock in
exchange for FCBS Common Stock pursuant to the exercise of dissenters' rights,
such cash will be treated as having been received in redemption of such holder's
FCBS Common stock, subject to the provisions and limitations of Section 302 of
the Code.

         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, and the factual statements and factual representations
set out in the Certificates, which we have assumed are true on the date hereof
and will be true on the date on which the Merger is consummated. Our opinions
cannot be relied upon if any of the facts pertinent to the Federal income tax
treatment of the Merger stated in such documents or any of the factual
statements or factual representations set out in the Certificates is, or later
becomes, inaccurate. 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 Merger, including for example any issues
related to intercompany transactions, accounting methods, or changes in
accounting methods resulting from the Merger, or the consequences of the Merger
under state, local or foreign law.

         We hereby consent to the use of this opinion and to the references made
to Alston & Bird LLP in the Registration Statement under the captions
"Summary--Federal Income Tax Consequences of the Merger" and "Description of
Transaction--Federal Income Tax Consequences of the Merger" and to the filing of
this opinion as an exhibit to the Registration Statement.

                                        Very truly yours,

                                        ALSTON & BIRD LLP


                                        By:
                                           ---------------------------------
                                           Terence J. Greene, Partner



<PAGE>   1


                                                                    EXHIBIT 23.1


CONSENT OF ERNST & YOUNG LLP

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 990,059 shares of its common stock and
to the incorporation by reference therein of our report dated February 9, 1998
(except for Note Q as to which the date is February 13, 1998), with respect to
the consolidated financial statements of Regions Financial Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Birmingham, Alabama
June 26, 1998



<PAGE>   1


                                [B&M LETTERHEAD]



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT


We hereby consent to the incorporation by reference of our report dated March
12, 1998, relating to the consolidated financial statements of First Community
Banking Services, Inc. incorporated by reference in its annual Report (Form
10-K) for the year ended December 31, 1997, filed with the Securities and
Exchange Commission with respect to the Registration Statement on Form S-4 and
the related Prospectus of Regions Financial Corporation, and to the reference
to our firm therein under the caption "Experts."



                                   /s/ BRICKER & MELTON, P.A.


Duluth, Georgia
July 2, 1998


<PAGE>   1


                                                                    EXHIBIT 23.5


             FORM OF CONSENT OF BROWN, BURKE CAPITAL PARTNERS, INC.


We hereby consent to the inclusion as Appendix B to the Proxy
Statement/Prospectus constituting part of the Registration Statement on Form S-4
of Regions Financial Corporation of our letter to the Board of Directors of
First Community Banking Services, Inc. and to the references made to such letter
and to the firm in such Proxy Statement/Prospectus. In giving such consent, we
do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.


                                   
                                       BROWN, BURKE CAPITAL PARTNERS, INC.

Atlanta, Georgia
_______, 1998




<PAGE>   1

                                                                      EXHIBIT 99


                     FIRST COMMUNITY BANKING SERVICES, INC.
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

        The undersigned stockholder hereby appoints ________ _______, ________
_______, and _______ _______, and each or any one of them, with full power of
substitution, as Proxies to represent and to vote as designated below, all the
shares of common stock of First Community Banking Services, Inc. (the "Company")
held of record by the undersigned on _______, 1998, at the Special Meeting of
Stockholders (the "Special Meeting") to be held on _______, 1998, or any
adjournments thereof.

       1. Proposal to approve the Agreement and Plan of Merger, dated as of
February 10, 1998 (the "Agreement"), by and between the Company and Regions
Financial Corporation ("Regions") pursuant to which the Company will merge with
and into Regions and each share of the Company's common stock (except for
certain shares held by the Company, Regions, or their respective subsidiaries)
will be converted into .625 of a share of Regions common stock, subject to
possible adjustment, and under such other terms and conditions as are set forth
in the Agreement:

____ FOR                       ____ AGAINST                    ____  ABSTAIN


       2. To transact such other business as may properly come before the
meeting or any adjournment thereof.

        This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder, and in the discretion of the persons
named as Proxies on all other matters which may properly come before the Special
Meeting or any adjournment thereof. If no direction is made, this proxy will be
voted in favor of Proposal 1.

[Reverse]

        This Proxy revokes all prior proxies with respect to the Special Meeting
and may be revoked prior to its exercise.

        Please date and sign exactly as name appears on your stock certificate.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.

Dated:                                           , 1998.
      -------------------------------------------


- ---------------------------------------------
(Print Name of Stockholder)


- ---------------------------------------------
(Signature of Stockholder)


- ---------------------------------------------
(Print Name of Stockholder)


- ---------------------------------------------
(Signature of Stockholder)


PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission