REGIONS FINANCIAL CORP
S-4, 2000-07-27
NATIONAL COMMERCIAL BANKS
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<PAGE>   1

As filed with the Securities and Exchange Commission on July 27, 2000.
                                                Registration No.
-----------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-4
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------
                         Regions Financial Corporation
             (Exact Name of Registrant as Specified in its Charter)
                             ----------------------

<TABLE>
<CAPTION>

<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) 944-1300
    (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                 LEONARD H. JOHNSON
  LANGE, SIMPSON, ROBINSON &              ALSTON & BIRD LLP          SCHRADER, JOHNSON, AUVIL & BROCK, P.A.
          SOMERVILLE LLP            601 PENNSYLVANIA AVENUE, N.W.            37837 MERIDIAN AVENUE
417 NORTH 20TH STREET, SUITE 1700     NORTH BUILDING, SUITE 1100                 SUITE 314
       BIRMINGHAM, AL 35203              WASHINGTON, D.C. 20004           DADE CITY, FLORIDA  33525
         (205) 250-5000                     (202) 756-3303                     (352) 567-2500
</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. [ ]

     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

     If this form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]


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


<PAGE>   2

                         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                   523,250                  $14.704252            $7,694,000               $2,031.22

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

*Calculated in accordance with Rule 457(f), based on the total shareholders'
equity of the company being acquired at March 31, 2000.

     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

      PROXY STATEMENT                                                PROSPECTUS
EAST COAST BANK CORPORATION                       REGIONS FINANCIAL CORPORATION
                                                 523,250 SHARES OF COMMON STOCK



                 MERGER PROPOSED - YOUR VOTE IS VERY IMPORTANT


      The boards of directors of East Coast Bank Corporation and Regions
Financial Corporation have agreed on a merger of East Coast and Regions.
Regions will be the surviving corporation in the merger. Regions is a regional
bank holding company headquartered in Birmingham, Alabama. Regions has banking
operations in Alabama, Arkansas, Florida, Georgia, Louisiana, South Carolina,
Tennessee, and Texas.

      If the merger is completed, you will receive 1,750 shares of Regions
common stock for each of your shares of East Coast common stock. Regions
stockholders will continue to own their existing shares of Regions common stock
after the merger.

      We cannot complete the merger unless the stockholders of East Coast
approve it. East Coast has scheduled a special meeting for its stockholders to
vote on the merger.

      YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the
stockholder meeting, please take the time to vote by completing and mailing the
enclosed proxy card. If you sign, date and mail your proxy card without
indicating how you want to vote, your proxy will be voted in favor of the
merger. If you do not return your card, the effect will be the same as a vote
against the merger.

      Regions common stock is traded on the Nasdaq National Market under the
symbol "RGBK." Based on the closing price of Regions common stock on April 20,
2000 of $21.125, you will receive approximately $36,969 worth of Regions common
stock for each of your shares of East Coast common stock.

      The date, time, and place of the special meeting of stockholders is as
follows:

_______, 2000
_______ p.m.
Main Office, East Coast Bank Corporation
1400 Ocean Shore Boulevard
Ormond Beach, Florida 32175

      This Proxy Statement-Prospectus provides you with detailed information
about the proposed merger. You can also get information about Regions from
documents filed with the Securities and Exchange Commission. We encourage you
to read this entire document carefully. Your board of directors strongly
supports this merger of East Coast with Regions, and I join with the other
members of the board of directors in enthusiastically recommending that you
vote in favor of the merger.

                                       Leonard H. Johnson
                                       President
                                       East Coast Bank Corporation

SHARES OF REGIONS COMMON STOCK 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.



<PAGE>   4

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORS HAS APPROVED THE REGIONS COMMON STOCK TO BE ISSUED UPON COMPLETION
OF THE MERGER OR DETERMINED IF THIS PROXY STATEMENT-PROSPECTUS IS ACCURATE OR
ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Proxy Statement-Prospectus is dated _______, 2000, and was first mailed to
stockholders on or about _______, 2000.



<PAGE>   5

                          EAST COAST BANK CORPORATION
            1400 OCEAN SHORE BOULEVARD, ORMOND BEACH, FLORIDA, 32175

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

                            TO BE HELD _______, 2000


      East Coast Bank Corporation will hold a Special Meeting of Stockholders
at East Coast's main office, located at 1400 Ocean Shore Boulevard, Ormond
Beach, Florida, 32175 on _______, 2000, at _______:00 p.m., local time. At the
special meeting the following matters will be presented for stockholder vote:

      1. Merger. The Agreement and Plan of Merger, dated as of April 21, 2000,
by and between East Coast Bank Corporation and Regions Financial Corporation.
If the agreement is approved and the merger is completed, (1) East Coast will
merge with and into Regions with Regions as the surviving corporation and (2)
each share of East Coast common stock (excluding certain shares held by East
Coast, Regions, or their respective subsidiaries and excluding all shares held
by stockholders who perfect their dissenters' rights) will be converted into
1,750 shares of Regions common stock, with cash to be paid instead of any
fractional share interest in Regions common stock, all as described more fully
in the accompanying Proxy Statement-Prospectus; and

      2. Other Business. Such other business as may properly come before the
special meeting, including adjourning the special meeting to permit, if
necessary, further solicitation of proxies.

      Stockholders of record at the close of business on _______, 2000, will
receive notice of and may vote at the special meeting or any adjournment or
postponement thereof.

      You have a right to dissent from the merger and obtain payment of the
fair value of your East Coast shares in cash by complying with the applicable
provisions of Florida law, which are attached to the accompanying Proxy
Statement-Prospectus as Appendix B.

      Your board of directors unanimously recommends that you 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. You
may revoke your proxy by filing with the Secretary of East Coast 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



                                       Thomas A. Brougher
                                       Corporate Secretary


_______, 2000




<PAGE>   6

                               TABLE OF CONTENTS
<TABLE>
<S>                                                                                             <C>

SUMMARY..........................................................................................1
            The Companies .......................................................................1
            The Merger ..........................................................................2
            Comparative Per Share Market Price Information ......................................2
            Reasons for the Merger ..............................................................2
            The Special Meeting .................................................................3
            Recommendations to Stockholders .....................................................3
            Record Date; Voting Power ...........................................................3
            Vote Required .......................................................................3
            Conditions to Completion of the Merger ..............................................3
            Termination of the Merger Agreement .................................................4
            Federal Income Tax Consequences .....................................................4
            Accounting Treatment ................................................................5
            Interests of Persons in the Merger That Are Different from Yours ....................5
            Dissenters' Appraisal Rights ........................................................5
            Regulatory Approvals ................................................................5
            Comparative Per Share Data...........................................................5
            Selected Historical Financial Data of Regions........................................6
THE SPECIAL MEETING..............................................................................9
            General..............................................................................9
            Record Date; Vote Required..........................................................10
THE MERGER......................................................................................11
            General.............................................................................11
            Background of the Merger............................................................11
            East Coast's Reasons for the Merger.................................................12
            Regions' Reasons for the Merger.....................................................13
            Effective Time of the Merger........................................................13
            Distribution of Regions Stock Certificates and Payment For Fractional Shares........14
            Conditions to Consummation of the Merger............................................14
            Regulatory Approvals................................................................15
            Waiver, Amendment, and Termination of the Merger Agreement..........................16
            Conduct of Business Pending the Merger..............................................17
            Management Following the Merger.....................................................18
            Interests of Certain Persons in the Merger..........................................18
            Dissenting Stockholders.............................................................19
            Federal Income Tax Consequences of the Merger.......................................21
            Accounting Treatment................................................................22
            Expenses and Fees...................................................................22
            Resales of Regions Common Stock.....................................................22
EFFECT OF THE MERGER ON RIGHTS OF STOCKHOLDERS..................................................23
            Antitakeover Provisions Generally...................................................24
            Authorized Capital Stock............................................................24
            Amendment of Certificate or Articles of Incorporation and Bylaws....................25
            Classified Board of Directors and Absence of Cumulative Voting......................26
            Removal of Directors................................................................26
            Limitations on Director Liability...................................................27
            Indemnification.....................................................................27
            Special Meetings of Stockholders....................................................28
</TABLE>




<PAGE>   7

<TABLE>
<S>                                                                                             <C>

            Actions by Stockholders Without a Meeting...........................................28
            Stockholder Nominations.............................................................29
            Mergers, Consolidations, and Sales of Assets Generally..............................29
            Business Combinations with Certain Persons..........................................30
            Dissenters' Rights..................................................................31
            Stockholders' Rights to Examine Books and Records...................................31
            Dividends...........................................................................32
COMPARATIVE MARKET PRICES AND DIVIDENDS.........................................................33
INFORMATION ABOUT EAST COAST....................................................................35
            Business and Properties.............................................................35
            Competition ........................................................................35
            Legal Proceedings...................................................................35
            Management..........................................................................35
            Transactions with Management........................................................37
            Voting Securities and Principal Stockholders........................................37
INFORMATION ABOUT REGIONS.......................................................................38
            General.............................................................................38
            Recent Developments.................................................................38
            Regions' Second Quarter 2000 Operating Results......................................39
SUPERVISION AND REGULATION......................................................................40
            General.............................................................................40
            Payment of Dividends................................................................41
            Capital Adequacy....................................................................42
            Prompt Corrective Action............................................................43
            FDIC Insurance Assessments..........................................................44
DESCRIPTION OF REGIONS COMMON STOCK.............................................................45
STOCKHOLDER PROPOSALS...........................................................................45
FORWARD LOOKING STATEMENTS......................................................................45
EXPERTS.........................................................................................46
OPINIONS........................................................................................46
WHERE YOU CAN FIND MORE INFORMATION.............................................................47
APPENDIX A-Agreement and Plan of Merger........................................................A-1
APPENDIX B- Copy of Sections 607.1301, 1302, and 1320 of the Florida Business
     Corporation Act, pertaining to dissenters' rights.........................................B-1

</TABLE>




<PAGE>   8

                                    SUMMARY


      This summary highlights selected information from this Proxy
Statement-Prospectus. It does not contain all of the information that is
important to you. You should carefully read this entire document and the
documents to which we have referred in order to understand fully the merger and
to obtain a more complete description of the legal terms of the merger. See
"Where You Can Find More Information" (page 48). Each item in this summary
includes a page reference that directs you to a more complete description in
this document of the topic discussed.

THE COMPANIES (PAGES 36 AND 39)

EAST COAST BANK CORPORATION
1400 Ocean Shore Boulevard
Ormond Beach, Florida, 32175
(904) 441-1200

      East Coast is incorporated in Florida and is a bank holding company. East
Coast owns Bank at Ormond-By-The-Sea, a commercial bank which serves customers
primarily in Volusia County in east central Florida. As of March 31, 2000, East
Coast's total assets were about $108 million, deposits were about $99 million,
and stockholders' equity was about $7.7 million.

REGIONS FINANCIAL CORPORATION
417 North 20th Street
Birmingham, Alabama 35203
(205) 944-1300

      Regions is incorporated in Delaware and is a regional bank holding
company. Regions provides banking and other financial services. Regions has
banking operations in Alabama, Arkansas, Florida, Georgia, Louisiana, South
Carolina, Tennessee, and Texas. As of March 31, 2000, Regions' total assets
were about $41.4 billion, deposits were about $32.0 billion and stockholders'
equity was about $3.1 billion.

      The section of this Proxy Statement-Prospectus under the caption "Where
You Find More Information" on page 48 refers you to places where you can find
more information about Regions. As explained in that section, Regions
incorporates by reference in this Proxy Statement-Prospectus additional
documents that Regions files with the Securities and Exchange Commission. You
will find a copy of each such incorporated document that Regions' has
previously filed with the SEC accompanying this Proxy Statement--Prospectus,
and you can obtain additional copies of them from Regions without charge. You
may request them in writing or by telephone from Regions at the following
address:

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

           Attention: Shareholder relations
           Telephone: (205) 326-7090

      To allow time for delivery you should make any such request by _______,
2000.



<PAGE>   9

THE MERGER (PAGE 11)

      East Coast will merge with Regions Financial Corporation. Regions will be
the surviving corporation in the merger. When the merger is completed, you will
receive 1,750 shares of Regions stock for each share of East Coast stock that
you own.

      If you elect to dissent from the merger under Florida law and follow the
required procedures, you will receive a cash payment for your shares of East
Coast common stock instead of receiving Regions common stock. More information
about your rights to dissent from the merger, and the procedures you must
follow should you choose to do so, is included under the heading "The Merger --
Dissenting Stockholders" at page 19.

      We have attached the merger agreement to this Proxy Statement-Prospectus
as Appendix A. We encourage you to read the merger agreement. It is the legal
document that establishes the terms and conditions of the merger.


COMPARATIVE PER SHARE MARKET PRICE INFORMATION (PAGE 34)

      Shares of Regions are quoted on the Nasdaq National Market. Shares of
East Coast are not quoted on any established market. On April 20, 2000, the
last full trading day prior to the public announcement of the merger, Regions
stock closed at $21.125 per share. As of that date the last known price of East
Coast stock was $25,125 per share. On _______, 2000, Regions stock closed at
$_______ per share and the last known price of East Coast stock was $ per
share.

      Based on the exchange ratio in the merger, which is 1,750 shares of
Regions common stock for each share of East Coast common stock, the market
value of the consideration that you will receive in the merger for each share
of East Coast common stock you hold would be about $36,969 based on Regions'
April 20, 2000 closing price and $_______ based on Regions' _______, 2000
closing price. Of course, the market price of Regions common stock will
fluctuate prior to and after completion of the merger, while the exchange ratio
is fixed. Therefore, you should obtain current stock price quotations for
Regions common stock.


REASONS FOR THE MERGER (PAGE 12)

      Before deciding to approve and recommend the merger, your board of
directors considered the financial condition and prospects of East Coast,
information about Regions, the financial terms of the merger, the likelihood
the bank regulators will approve the merger, the federal income tax
consequences of the merger, the advice of East Coast's legal advisors, and
other factors. Your board of directors decided the merger is advisable and is
in your best interests as stockholders.

      To review the background of and reasons for the merger in greater detail,
please see the discussion under the headings "The Merger--Background of the
Merger" and "The Merger--East Coast's Reasons for the Merger" at pages 11 and
12.




                                       2
<PAGE>   10

THE SPECIAL MEETING (PAGE 9)

      The East Coast special meeting will be held at East Coast's main office,
1400 Ocean Shore Boulevard, Ormond Beach, Florida, 32175, at _______ p.m. on
_______, 2000. At the special meeting, East Coast stockholders will be asked to
approve the merger agreement.


RECOMMENDATIONS TO STOCKHOLDERS (PAGE 12)

      Your board of directors believes that the merger is fair to you and in
your best interests. The board of directors unanimously recommends that you
vote "FOR" the proposal to approve the merger agreement.


RECORD DATE; VOTING POWER (PAGE 10)

      You can vote at the East Coast special meeting if you owned East Coast
common stock as of the close of business on _______, 2000, the record date. On
that date, 299 shares of East Coast common stock were outstanding and therefore
are allowed to vote at the special meeting. You will be able to cast one vote
for each share of East Coast common stock you owned on _______, 2000. You may
vote either by attending the special meeting and voting your shares or by
completing the enclosed proxy card and returning it to East Coast prior to the
special meeting.

      Regions stockholders will not vote on the merger.


VOTE REQUIRED (PAGE 10)

      To approve the merger, East Coast stockholders who hold a majority of the
outstanding shares of common stock on the record date must vote for the merger.
If you do not vote, this will have the same effect as a vote against the
merger.

      All together, the directors and officers of East Coast can cast about 72%
of the votes entitled to be cast at the East Coast special meeting. The members
of your board of directors have agreed to vote all of their shares in favor of
the merger.


CONDITIONS TO COMPLETION OF THE MERGER (PAGE 15)

      The completion of the merger depends on a number of conditions being met,
including the following:

o     East Coast stockholders approving the merger;

o     Receipt of all required regulatory approvals and the expiration of any
      regulatory waiting periods;

o     The absence of any governmental or court order blocking completion of the
      merger, or of any proceedings by a government body trying to block it;
      and

o     Receipt of an opinion of counsel that the U.S. federal income tax
      treatment to you the stockholders and to East Coast in the merger will
      generally be tax-free as we have described it to you in this Proxy
      Statement-Prospectus.




                                       3
<PAGE>   11

      In cases where the law permits, a party to the merger agreement could
elect to waive a condition that has not been satisfied and complete the merger
although it is entitled not to. We cannot be certain whether or when any of the
conditions we have listed will be satisfied (or waived, where permissible), or
that the merger will be completed.


TERMINATION OF THE MERGER AGREEMENT (PAGE 16)

      We can agree at any time to terminate the merger agreement without
completing the merger, even if you, the stockholders, have already voted to
approve it.

      Moreover, either of the parties can terminate the merger agreement in the
following circumstances:

o     After a final decision by a governmental authority to prohibit the
      merger, or after the rejection of an application for a governmental
      approval required to complete the merger;

o     If the merger is not completed by December 31, 2000;

o     If the East Coast stockholders do not approve the merger; or

o     If the other party violates, in a significant way, any of its
      representations, warranties or obligations under the merger agreement and
      the party seeking termination is not in violation of the merger
      agreement.

      The merger agreement may be amended by the written agreement of Regions
and East Coast. The parties can amend the merger agreement without stockholder
approval, even if the East Coast stockholders have already approved the merger.
However, East Coast stockholders must approve any amendments that would modify
in a material respect the type or amount of consideration that you will receive
in the merger.


FEDERAL INCOME TAX CONSEQUENCES (PAGE 21)

      We have structured the merger with the intent that you will not recognize
any gain or loss for U.S. federal income tax purposes in the merger when you
exchange all of your shares of East Coast common stock for shares of Regions
common stock in the merger.. You may, however, recognize taxable gain or loss
related to cash you may receive, if any, instead of a fractional share of
Regions common stock. We have conditioned the merger on our receipt of legal
opinions that this will be the case, but these opinions will not bind the
Internal Revenue Service, which could take a different view.

      THIS TAX TREATMENT MAY NOT APPLY TO CERTAIN EAST COAST STOCKHOLDERS,
INCLUDING THE TYPES OF EAST COAST STOCKHOLDERS DISCUSSED ON PAGE 21, AND WILL
NOT APPLY TO ANY EAST COAST STOCKHOLDER WHO DISSENTS FROM THE MERGER UNDER
FLORIDA LAW. DETERMINING THE ACTUAL TAX CONSEQUENCES OF THE MERGER TO YOU CAN
BE COMPLICATED. THEY WILL DEPEND ON YOUR SPECIFIC SITUATION AND MANY VARIABLES
NOT WITHIN OUR CONTROL. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR FOR A FULL
UNDERSTANDING OF THE MERGER'S TAX CONSEQUENCES.




                                       4
<PAGE>   12

ACCOUNTING TREATMENT (PAGE 23)

      We expect the merger to qualify for purchase accounting treatment,
meaning that the assets and liabilities of East Coast will be recorded at their
estimated fair values and added to those of Regions.


INTERESTS OF PERSONS IN THE MERGER THAT ARE DIFFERENT FROM YOURS (PAGE 18)

      Some of the officers of East Coast have benefit and compensation plans
that provide them with interests in the merger that are different from, or in
addition to, their interests as stockholders of East Coast. In particular,
members of East Coast's board of directors and its officers are entitled to
indemnification under the merger agreement.

      For more information concerning these matters, please refer to the
discussion under the heading "The Merger-Interests of Certain Persons in the
Merger" on page 18.


DISSENTERS' APPRAISAL RIGHTS (PAGE 31)

      Florida law permits you to dissent from the merger and to have the fair
value of your stock appraised by a court and paid to you in cash. To do this,
you must follow certain procedures, including the filing of certain notices and
refraining from voting your shares in favor of the merger. If you dissent from
the merger, your shares of East Coast common stock will not be exchanged for
shares of Regions common stock in the merger, and your only right will be to
receive the appraised value of your shares in cash.


REGULATORY APPROVALS (PAGE 15)

      The merger cannot be completed unless Regions obtains the approval of the
Board of Governors of the Federal Reserve System. The U.S. Department of
Justice has input into the Federal Reserve Board's approval process. Federal
law requires us to wait for up to 30 days before completing the merger after
the Federal Reserve Board has approved it, which the Federal Reserve Board may
shorten to 15 days.

      In addition, the merger is subject to the approval of the Department of
Banking and Finance of the state of Florida.

      Regions has filed all of the required notices with these regulatory
authorities. The Federal Reserve Board has issued its approval of the merger,
and the waiting period has not yet expired. We cannot be certain whether such
approval will become final in a timely manner, or whether or when the approval
of the Florida Department of Banking and Finance will be granted.


COMPARATIVE PER SHARE DATA

      The following table shows information about our companies' income per
share, dividends per share and book value per share, and similar information
reflecting the merger of the two companies (which is referred to as "pro forma"
information). In presenting the comparative pro forma information for certain
time periods, we assumed that the two companies had been merged throughout
those periods.

      In presenting the comparative pro forma information, we also assumed that
Regions will record East Coast assets and liabilities at their estimated fair
values and add them to the assets and liabilities of




                                       5
<PAGE>   13

Regions for accounting and financial reporting purposes (a method which is
referred to as the "purchase" method of accounting).

      The information listed as "equivalent pro forma" was computed by
multiplying the pro forma amounts by the exchange ratio of 1,750. It is
intended to reflect the fact that East Coast stockholders will be receiving
1,750 shares of Regions common stock for each share of East Coast common stock
exchanged in the merger.

      The pro forma information, while helpful in illustrating the financial
attributes of the combined company under one set of assumptions, does not
attempt to predict or suggest future results. Also, the information we have set
forth for the three-month period ended March 31, 2000 does not indicate what
the results will be for the full 2000 fiscal year.

      The information in the following table is based on the historical
financial information of the two companies. See "Where You Can Find More
Information."

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                                   MARCH 31,                      YEAR ENDED
                                                         --------------------------              DECEMBER 31,
                                                            2000             1999                    1999
                                                         -----------        -------               ----------
                                                                  (Unaudited)              (Unaudited except Regions
                                                                                           and East Coast historical)
<S>                                                      <C>                <C>            <C>

NET INCOME PER COMMON SHARE
Regions historical...................................... $       .66        $   .58               $     2.37
Regions historical - diluted............................         .66            .57                     2.35
East Coast historical ..................................
Regions and East Coast pro forma combined(1)............         .66                                    2.37
Regions and East Coast pro forma combined - diluted(1)..         .66                                    2.34
East Coast pro forma equivalent(2)......................    1,155.00                                4,147.50
East Coast pro forma equivalent - diluted(2)............    1,155.00                                4,095.00
DIVIDENDS DECLARED PER COMMON SHARE
Regions historical......................................         .27            .25                     1.00
East Coast historical...................................
East Coast pro forma equivalent(3)......................      472.50                                1,750.00
BOOK VALUE PER COMMON SHARE (PERIOD END)
Regions historical......................................       14.25          13.93                    13.89
East Coast historical...................................   25,731.74
Regions and East Coast pro forma combined(1)............       14.27
East Coast pro forma equivalent(2)......................   25,025.00

</TABLE>


(1)   Represents the combined results of Regions and East Coast as if the
      merger were consummated on January 1, 1999 (or March 31, 2000, in the
      case of Book Value Per Share Data), and were accounted for as a purchase.

(2)   Represents pro forma combined information multiplied by the Exchange
      Ratio of 1,750 shares of Regions common stock for each share of East
      Coast common stock.

(3)   Represents historical dividends declared per share by Regions multiplied
      by the Exchange Ratio of 1,750 shares of Regions common stock for each
      share of East Coast common stock.

SELECTED HISTORICAL FINANCIAL DATA OF REGIONS

      The information in the following table is based on the historical
financial information of Regions. All of the summary financial information
provided in the following tables should be read in connection with




                                       6
<PAGE>   14

this historical financial information and with the more detailed financial
information we have incorporated by reference in this Proxy
Statement-Prospectus. See "Where You Can Find More Information" on page 48. The
financial information as of or for the interim periods ended March 31, 2000 and
1999 has not been audited and in the opinion of Regions management reflects all
adjustments (consisting only of normal recurring adjustments) necessary to a
fair presentation of such data.

<TABLE>
<CAPTION>

                                        THREE MONTHS
                                       ENDED MARCH 31,                              YEAR ENDED DECEMBER 31,
                                --------------------------   ----------------------------------------------------------------------
                                    2000           1999         1999           1998           1997          1996           1995
                                -----------    -----------   -----------   -----------    -----------   -----------    ------------
                                        (Unaudited)
                                                              (In thousands, except per share data and ratios)
<S>                             <C>            <C>           <C>           <C>            <C>           <C>            <C>

INCOME STATEMENT DATA:
Total interest income ......... $   780,229    $   666,441   $ 2,854,686   $ 2,597,786    $ 2,276,584   $ 1,954,283    $  1,750,427
Total interest expense ........     426,113        323,844     1,428,831     1,272,968      1,097,376       942,459         861,242
Net interest income ...........     354,116        342,597     1,425,855     1,324,818      1,179,208     1,011,824         889,185
Provision for loan losses .....      29,177         20,738       113,658        60,505         89,663        46,026          37,493
Net interest income after
     loan loss provision ......     324,939        321,859     1,312,197     1,264,313      1,089,545       965,798         851,692
Total noninterest income
     before security
     gains (losses) ...........     206,810        143,099       536,981       467,695        406,484       341,792         280,834
Security gains (losses) .......     (40,018)            16           160         7,002            498         3,311            (697)
Total noninterest expense .....     271,135        262,575     1,064,312     1,103,708        901,776       837,034         720,825
Income tax expense ............      74,591         73,019       259,640       213,590        197,222       156,008         134,529
Net income ....................     146,005        129,380       525,386       421,712        397,529       317,859         276,475

PER SHARE DATA:
Net income .................... $       .66    $       .58   $      2.37   $      1.92    $      1.89   $      1.64    $       1.45
Net income -diluted ...........         .66            .57          2.35          1.88           1.86          1.61            1.43
Cash dividends ................         .27            .25          1.00           .92            .80           .70             .66
Book value ....................       14.25          13.93         13.89         13.61          12.75         11.82           10.74

OTHER INFORMATION:
Average number of shares
outstanding ...................     221,299        222,408       221,617       220,114        209,781       194,241         190,896
Average number of shares
    outstanding - diluted .....     222,549        225,467       223,967       223,781        213,750       197,751         193,579

STATEMENT OF CONDITION DATA
(PERIOD END):
Total assets .................. $41,418,403    $38,601,763   $42,714,395   $36,831,940    $31,414,058   $26,993,344    $ 24,419,249
Securities ....................   9,131,856      8,969,824    10,913,044     7,969,137      6,315,923     5,742,375       5,618,839
Loans, net of unearned income .  29,081,287     25,540,236    28,144,675    24,365,587     21,881,123    18,395,552      16,156,312
Total deposits ................  31,954,383     29,131,051    29,989,094    28,350,066     25,011,021    22,019,412      19,982,533
Long-term debt ................   2,032,411        497,430     1,750,861       571,040        445,529       570,545         762,521
Stockholders' equity ..........   3,140,734      3,118,521     3,065,112     3,000,401      2,679,821     2,274,563       2,047,398

PERFORMANCE RATIOS:
Return on average assets(1) ...        1.38%(a)       1.41%         1.33%         1.24%(b)       1.35%         1.25%(c)        1.19%
Return on average
     stockholders' equity(1) ..       18.90(a)       17.21         17.13         14.62(b)       15.38         14.71(c)        14.30
Net interest margin(1) ........        3.65           4.09          3.94          4.25           4.41          4.36            4.27
Efficiency (2) ................       47.84(a)       53.46         53.60         60.82(b)       57.78         61.84(c)        61.61
Dividend payout ...............       40.91          43.10         42.19         47.92          42.33         42.68           45.52

</TABLE>




                                       7
<PAGE>   15

Selected Historical Financial Data  - Continued


<TABLE>
<CAPTION>

                                        THREE MONTHS
                                       ENDED MARCH 31,                              YEAR ENDED DECEMBER 31,
                                --------------------------   ----------------------------------------------------------------------
                                    2000           1999         1999           1998           1997          1996           1995
                                -----------    -----------   -----------   -----------    -----------   -----------    ------------
                                        (Unaudited)
                                                              (In thousands, except per share data and ratios)
<S>                             <C>            <C>           <C>           <C>            <C>           <C>            <C>

ASSET QUALITY RATIOS:
Net charge-offs to average
     loans, net of unearned
     income(1) ................         .23%           .19%          .37%          .28%           .27%          .18%            .15%
Problem assets to net loans
     and other real
     estate(3) ................         .74            .68           .68           .60            .78           .63             .69
Nonperforming assets to
     net loans and other
     real estate(4) ...........         .96           1.15           .93          1.15            .91           .83             .81
Allowance for loan losses
     to loans, net of
     unearned income ..........        1.21           1.29          1.20          1.29           1.39          1.38            1.43
Allowance for loan losses
     to nonperforming
     assets(4) ................      126.15         112.23        128.70        112.27         151.89        166.41          177.53
LIQUIDITY AND CAPITAL RATIOS:
Average stockholders' equity
    to average assets .........        7.29%          8.17%         7.74%         8.47%          8.75%         8.50%           8.36%
Average loans to average
     deposits .................       89.85          86.38         91.35         86.93          84.94         82.42           82.23
Tier 1 risk-based capital(5) ..        9.37          10.78          9.51         10.26          10.48         10.81           11.14
Total risk-based capital(5) ...       11.25          12.73         11.42         12.17          12.93         13.59           14.61
Tier 1 leverage (5) ...........        6.70           7.24          6.95          7.40           7.52          7.44            7.49

</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 prior periods have not been restated
      to reflect the combinations with First National Bancorp and First
      Commercial Corporation, accounted for as poolings of interests, or any
      other pooling-of-interests transactions.

(a)   Ratios for 2000 excluding $44.0 million (after tax) for gain on sale of
      credit card portfolio and $26.2 million (after tax) for loss on sale of
      securities are as follows: Return on average assets - 1.21%, Return on
      average stockholders' equity - 16.60%, and Efficiency - 54.28%.

(b)   Ratios for 1998 excluding $80.7 million (after tax) for nonrecurring
      merger and consolidation charges are as follows: Return on average assets
      - 1.48%, Return on average stockholders' equity - 17.42%, and Efficiency
      - 54.13%.

(c)   Ratios for 1996 excluding $20.2 million (after-tax) charge for SAIF
      assessment and merger expenses are as follows: Return on average assets -
      1.33%, Return on average stockholders' equity - 15.64%, and Efficiency -
      60.93%.




                                       8
<PAGE>   16

                              THE SPECIAL MEETING


GENERAL

      This Proxy Statement-Prospectus is being furnished to the stockholders of
East Coast Bank Corporation in connection with the solicitation by the East
Coast board of directors of proxies for use at a special meeting of
stockholders, at which East Coast stockholders will be asked to vote upon a
proposal to approve the agreement and plan of merger dated as of April 21,
2000, by and between East Coast and Regions Financial Corporation.

      The special meeting will be held at _______:00 p.m., local time, on
_______, 2000, at the main offices of East Coast, located at 1400 Ocean Shore
Boulevard, Ormond Beach, Florida, 32175.

      East Coast stockholders are requested promptly to sign, date, and return
the accompanying proxy card to East Coast 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 merger agreement.

      Any East Coast 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 East Coast a signed proxy card bearing a later date, provided that such
notice or proxy card is actually received by East Coast before the special
meeting or in open meeting prior to the taking of the stockholder vote at the
special meeting. Any notice of revocation should be sent to East Coast Bank
Corporation, 1400 Ocean Shore Boulevard, Ormond Beach, Florida, 32175,
Attention: Thomas A. Brougher, Corporate Secretary. A proxy will not be revoked
by death of the stockholder executing the proxy, or if the stockholder becomes
incompetent after submitting a signed proxy, unless, before the vote, notice of
such death or incapacity is filed with the Corporate Secretary. The shares of
East Coast 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 MERGER 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 OR YOU HAVE
VOTED AGAINST THE MERGER, 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 MERGER AGREEMENT. As of the
date of this Proxy Statement-Prospectus, East Coast is unaware of any other
matter to be presented at the special meeting.

      Directors, officers, and employees of East Coast will solicit proxies by
mail, and possibly by telephone or telegram or in person.They 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.

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




                                       9
<PAGE>   17

RECORD DATE; VOTE REQUIRED

      East Coast's board of directors has established the close of business on
_______, 2000, as the record date for determining the East Coast stockholders
entitled to notice of and to vote at the special meeting. Only East Coast
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 the 299 shares of common stock of East Coast outstanding and
entitled to vote at the special meeting. Each share is entitled to one vote at
the special meeting. For information as to persons known by East Coast to
beneficially own more than 5.0% of the outstanding shares of East Coast common
stock as of the record date, see "Information About East Coast-Voting
Securities and Principal Stockholders."

      The presence, in person or by proxy, of a majority of the outstanding
shares of East Coast common stock is necessary to constitute a quorum of the
stockholders. A quorum must be present before a vote on the merger agreement
can be taken at the special meeting. For these purposes, shares of East Coast
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 merger agreement for any reason, including
broker nonvotes. Generally, a broker who holds shares of East Coast 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 merger agreement requires
the affirmative vote of the holders of a majority of the outstanding shares of
East Coast 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 merger agreement.

      The directors and executive officers of East Coast and their affiliates
beneficially owned, as of the record date, 216.55 shares (or approximately 72%
of the outstanding shares) of East Coast common stock. The directors of East
Coast have agreed to vote those shares of East Coast common stock over which
they have voting control (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 East Coast common
stock. As of that date, no subsidiary of either East Coast or Regions held any
shares of East Coast common stock in a fiduciary capacity for others.




                                      10
<PAGE>   18
                                   THE MERGER

     The following material describes certain aspects of the merger of East
Coast with and into Regions. This description does not purport to be complete
and is qualified in its entirety by reference to the Appendices hereto,
including the merger 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 merger agreement provides generally for the acquisition of East Coast
by Regions pursuant to the merger of East Coast with and into Regions, with
Regions as the surviving corporation resulting from the merger.

     On the date and at the time that the merger becomes effective, each share
of East Coast common stock (excluding shares held by East Coast, 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 of the merger will be converted into 1,750
shares of the $.625 par value common stock of Regions. Each share of Regions
common stock outstanding immediately prior to the effective time of the merger
will remain outstanding and unchanged as a result of the merger.

BACKGROUND OF THE MERGER

     For several years, East Coast's board of directors has been cognizant of
trends in the banking industry, such as the increasing incidence of
consolidation and geographic expansion, increased emphasis and reliance on
automation and technology, specialization of products and services, and
increased competition from non-bank financial institutions. Mindful of these
trends, the members of the board of directors and management have periodically
reviewed and discussed on an informal basis strategic plans for East Coast.

     As an outgrowth of these informal discussions, the board of directors
initiated a strategic planning process with an outside industry consulting firm
to explore a range of alternatives and identify possible courses of action to
best respond to changes in the banking industry. As part of this process, the
board of directors and management reviewed internal financial information and
other information about East Coast and the Bank At Ormond-By-The-Sea and
discussed the initial results of such review. Following these discussions,
management was authorized to identify potential merger partners and to attempt
to ascertain whether any of such parties had any interest in considering a
merger transaction with East Coast. Management entered into discussions with
various other institutions, of which three institutions conducted a review of an
informational package compiled by East Coast.

     As a result of this process, the board of directors identified Regions as
the institution most interested in pursuing a possible transaction and likely to
complete a transaction on terms most acceptable to East Coast. The parties and
their respective counsel engaged in further discussion and negotiations, which
resulted in the definitive agreement and plan of merger executed by parties on
April 21, 2000.




                                       11
<PAGE>   19

     At a special meeting of the board of directors on April 21, 2000, the
board received a presentation by its legal counsel, reviewed the terms of the
definitive agreement, and discussed the pertinent aspects of the merger. The
board of directors of East Coast then approved the merger and the definitive
agreement and authorized the agreement to be executed on behalf of East Coast.

EAST COAST'S REASONS FOR THE MERGER.

     In approving the merger, the directors of East Coast considered a number of
factors. Without assigning any relative or specific weights to the factors, the
East Coast board of directors considered the following material factors:

o    the information presented to the directors by the management of East Coast
     concerning the business, operations, earnings, asset quality, and financial
     condition of East Coast and Regions;

o    the financial terms of the merger, including the relationship of the merger
     price to the book value and earnings per share of East Coast common stock;

o    the nonfinancial terms of the merger, including the treatment of the merger
     as a tax-free exchange of East Coast common stock for Regions common stock
     for federal and state income tax purposes;

o    the likelihood of the merger being approved by applicable regulatory
     authorities without undue conditions or delay;

o    stockholders of East Coast will receive shares of Regions common stock,
     which is publicly traded on the Nasdaq National Market; there is no current
     public market for East Coast common stock;

o    affiliation with a larger holding company would provide the opportunity to
     realize economies of scale and increase efficiencies of operations to the
     benefit of stockholders and customers. Affiliation with Regions will also
     enhance the development of new products and services, the development and
     provision of which are becoming increasingly difficult to address by
     smaller banks;

o    potential benefits and opportunities for employees of East Coast, as a
     result of both employment in a larger enterprise and Regions' benefit plans
     and policies; and

o    growth of East Coast without affiliation with a larger holding company
     would likely be limited because of East Coast's need for increasing capital
     resources to support that growth.

     The terms of the merger were the result of arms-length negotiations between
representatives of East Coast and representatives of Regions. Based upon the
consideration of the foregoing factors, the board of directors of East Coast
unanimously approved the merger as being in the best interests of East Coast and
its stockholders. Each member of the board of directors of East Coast has agreed
to vote those shares of East Coast common stock over which such member has
voting authority (other than in a fiduciary capacity) in favor of the merger.

     East Coast's board of directors unanimously recommends that East Coast
stockholders vote for approval of the merger agreement.




                                       12
<PAGE>   20

REGIONS' REASONS FOR THE MERGER.

     In approving the merger agreement and the merger, the Regions board of
directors considered a number of factors concerning the benefits of the merger,
including the following:

o    Information Concerning East Coast: The Regions board of directors
     considered information concerning the business, operations, earnings, asset
     quality, and financial condition of East Coast, and aspects of the East
     Coast franchise, including the market position of East Coast in each of the
     markets in which it operates and the compatibility of the community bank
     orientation of the operations of East Coast to that of Regions. The Regions
     board of directors concluded that East Coast is a sound, well managed
     financial institution which is well positioned in its market area and which
     presents an attractive opportunity for Regions to add to its franchise in
     its central Florida market.

o    Financial Terms of the Merger: The Regions board of directors considered
     various financial aspects of the merger as reported by Regions' management
     including (1) 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), (2) 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), (3) a comparison of East
     Coast to selected peer banks and a comparison of pricing aspects of the
     merger to pricing characteristics of other merger transactions involving
     financial institutions, and (4) the anticipated accounting treatment of the
     merger as a purchase.

o    Nonfinancial Terms of the Merger. The Regions board of directors considered
     various nonfinancial aspects of the merger, including the treatment of the
     merger as a tax-free exchange of East Coast 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 of directors is not intended to be exhaustive but includes all
material factors considered by the Regions board of directors. In reaching its
determination to approve the merger and the merger agreement, the Regions board
of directors 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 considering, among
other things, the matters discussed above, the Regions board of directors
determined that the merger is in the best interests of Regions and its
stockholders and unanimously approved the merger agreement.

EFFECTIVE TIME OF THE MERGER

     After all conditions to the merger are satisfied or waived, the merger will
become effective when Regions files certain certificates with the Secretaries of
State of Delaware and Florida. The effective time of the merger will occur on
the date and at the time that the such certificates are filed and declared
effective. Unless otherwise agreed upon by Regions and East Coast, and subject
to the satisfaction or waiver of the conditions to the obligations of the
parties to effect the merger, the parties will use their reasonable efforts to
cause the effective time of the merger to occur not later than the last day of
the month during which the last of the following events occur: (1) the effective
date (including the expiration of any applicable waiting period) of the last
federal or state regulatory approval required for the merger and (2)




                                       13
<PAGE>   21

the date on which the merger agreement is approved by the requisite vote of East
Coast stockholders; or such later date within 30 days thereof as may be
specified by Regions.

     No assurance can be provided that the necessary stockholder and regulatory
approvals can be obtained or that other conditions precedent to the merger can
or will be satisfied. Regions and East Coast anticipate that all conditions to
consummation of the merger will be satisfied so that the merger can be
consummated during the fourth quarter of 2000. However, delays in the
consummation of the merger could occur.

     The board of directors of either Regions or East Coast generally may
terminate the merger agreement if the merger is not consummated by December 31,
2000, unless the failure to consummate by that date is the result of a breach of
the merger agreement by the party seeking termination. See "-Conditions to
Consummation of the Merger" and "-Waiver, Amendment, and Termination of the
Agreement."

DISTRIBUTION OF REGIONS STOCK CERTIFICATES AND PAYMENT FOR FRACTIONAL SHARES

     Promptly after the merger is completed, each former East Coast stockholder
will be mailed a form letter of transmittal and instructions for the exchange of
the certificates representing shares of East Coast common stock for certificates
representing shares of Regions common stock.

     EAST COAST STOCKHOLDERS SHOULD NOT SEND IN THEIR CERTIFICATES UNTIL THEY
RECEIVE THE FORM LETTER OF TRANSMITTAL AND INSTRUCTIONS. After you surrender to
the exchange agent certificates for East Coast common stock with a properly
completed letter of transmittal, the exchange agent will mail you a certificate
or certificates representing the number of shares of Regions common stock to
which you are entitled and a check for the amount to be paid instead of any
fractional share, without interest. Regions will not be obligated to deliver the
consideration to you, as a former East Coast stockholder, until you have
surrendered your East Coast common stock certificates. After the effective time
of the merger, to the extent permitted by law, East Coast 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 East Coast common stock has been converted, regardless of whether
such stockholders have surrendered their East Coast common stock certificates.
No dividend or other distribution payable after the effective time of the merger
with respect to Regions common stock, however, will be paid to the holder of any
unsurrendered East Coast certificate until the holder duly surrenders such
certificate. Upon such surrender, all undelivered dividends and other
distributions will be delivered to such stockholder, in each case without
interest.

     After the effective time of the merger, an East Coast stockholder will be
unable to transfer shares of East Coast common stock. If certificates
representing shares of East Coast common stock are presented for transfer after
the effective time of the merger, 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:

o    approval from the Board of Governors of the Federal Reserve System (which
     has been granted) and the expiration of all applicable waiting periods
     associated with such approval, without any conditions




                                       14
<PAGE>   22

     or restrictions (excluding requirements relating to the raising of
     additional capital or the disposition of assets or deposits) that would, in
     the reasonable judgment of Regions' board of directors, so materially
     adversely impact the economic benefits of the transactions contemplated by
     the merger agreement as to render inadvisable the consummation of the
     merger;

o    the approval by the holders of the requisite number of shares of East Coast
     common stock;

o    the absence of any action by any court or governmental authority
     restricting, prohibiting, or making illegal the consummation of the merger
     and the other transactions contemplated by the merger agreement;

o    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
     East Coast common stock for Regions common stock will not give rise to
     recognition of gain or loss to East Coast stockholders, except to the
     extent of any cash received;

     Consummation of the merger also is subject to the satisfaction or waiver of
various other conditions specified in the merger agreement which are customary
in transactions of this nature, including, among others: (1) obtaining necessary
consents and permits, (2) the delivery by Regions and East Coast 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 merger agreement and (3) as of the effective time of the
merger, the accuracy of certain representations and warranties and the
compliance in all material respects with the agreements and covenants of each
party.

REGULATORY APPROVALS

     Regions must receive certain regulatory approvals before the merger can be
completed. There can be no assurance that such regulatory approvals will be
obtained or as to the timing of such approvals. It is also possible that any
such approval may be accompanied by a conditional requirement which causes such
approvals to fail to satisfy the conditions set forth in the merger agreement.
Applications for the approvals described below have been submitted to the
appropriate regulatory agencies.

     Regions and East Coast 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 Board,
pursuant to Section 3 of the Bank Holding Company Act of 1956. In granting its
approval under Section 3 of the Bank Holding Company Act, the Federal Reserve
Board 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 Board from approving the merger (1) 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 (2) 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 Board
finds that any anticompetitive effects are outweighed clearly by the public
interest and the probable effect




                                       15
<PAGE>   23

of the transaction in meeting the convenience and needs of the communities to be
served. Under the Bank Holding Company Act, the merger may not be consummated
until the 30th day following the date of Federal Reserve Board approval, which
may be shortened by the Federal Reserve Board 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 Board's approval, unless a court
specifically orders otherwise.

     The merger also is subject to approval by the Florida Department of Banking
and Finance.

     The Federal Reserve Board has issued its approval of the merger, and the
waiting period has not yet expired.

WAIVER, AMENDMENT, AND TERMINATION OF THE MERGER AGREEMENT

     Prior to the effective time of the merger, and to the extent permitted by
law, any provision of the merger agreement generally may be (1) waived by the
party benefitted by the provision or (2) amended by a written agreement between
Regions and East Coast approved by their respective boards of directors;
provided, however, that after approval by the East Coast stockholders, no
amendment that pursuant to the Florida Business Corporation Act requires further
approval of the East Coast stockholders, including decreasing the consideration
to be received by East Coast stockholders, may be made without the further
approval of such stockholders.

     The merger agreement may be terminated, and the merger abandoned, at any
time prior to the effective time of the merger, either before or after approval
by East Coast stockholders, under certain circumstances, including:

o    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;

o    by the board of directors of either party, if the holders of the requisite
     number of shares of East Coast common stock shall not have approved the
     merger agreement;

o    by mutual consent of the boards of directors of Regions and East Coast;

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

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




                                       16
<PAGE>   24

o    by the board of directors of either party if the merger shall not have been
     consummated by December 31, 2000, but only if the failure to consummate the
     merger by such date has not been caused by the terminating party's breach
     of the merger agreement.

     If the merger 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 merger agreement giving
rise to such termination.

CONDUCT OF BUSINESS PENDING THE MERGER

     Each of East Coast and Regions generally has agreed to operate its business
only in the usual, regular, and ordinary course, and to preserve intact its
business organizations and assets and maintain its rights and franchises. Each
has also agreed 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 merger agreement and to
consummate the merger. The foregoing does not prevent Regions or any subsidiary
of Regions from discontinuing or disposing of any of its assets or business. Nor
is Regions prevented 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
merger agreement includes certain other restrictions applicable to the conduct
of the business of East Coast prior to consummation of the merger, as described
below.

     East Coast. East Coast 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 Regions, which Regions has agreed shall not be
unreasonably withheld. The actions East Coast has agreed not to take are in the
general categories of:

o    amending its articles of incorporation, bylaws, or other governing
     instruments;

o    incurring indebtedness;

o    acquiring any of its outstanding shares or making distributions in respect
     to its outstanding shares;

o    issuing additional securities;

o    reclassifying capital stock or selling or encumbering assets;

o    acquiring or investing in other entities;

o    increasing employees' salaries and benefits or accelerating the vesting of
     any stock-based compensation or employee benefits;

o    entering into or amending employment contracts;

o    adopting employee benefit plans or amending existing plans;

o    changing accounting methods or practices;




                                       17
<PAGE>   25

o    commencing or settling litigation; or

o    entering into or terminating material contracts.

The specific agreements not to take certain actions of such character, including
the exceptions and contractually permitted actions, are set forth in the merger
agreement, which is attached as Appendix A. See Article 7 of the merger
agreement.

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

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, 1999, incorporated herein by reference. See "Where You Can Find
More Information."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

     Regions has agreed to indemnify for a period of six years after the
completion of the merger the present and former directors, officers, employees,
and agents of East Coast and its subsidiaries against certain liabilities
arising out of actions or omissions occurring at or prior to the time the merger
becomes effective (including the merger) to the full extent permitted under
Florida law, and East Coast's articles of incorporation and bylaws.

     The merger agreement also provides that, after the effective time of the
merger, Regions will provide generally to officers and employees of East Coast
and its subsidiaries 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 East Coast or its subsidiaries prior to the effective time
of the merger will be treated as service with Regions or its subsidiaries. The
merger agreement further provides that Regions will cause East Coast to honor
all employment, severance, consulting, and other compensation contracts
previously disclosed to Regions between East Coast or its subsidiaries and any
current or former director, officer, or employee, and all provisions for vested
amounts earned or accrued through the effective time of the merger under East
Coast's benefit plans.

     As of the record date, directors and executive officers of East Coast
as a group owned 126 shares of Regions common stock.




                                       18
<PAGE>   26

DISSENTING STOCKHOLDERS

     Pursuant to the pertinent provisions of the Florida Business Corporation
Act governing dissenters' rights, if the merger is consummated, any holder of
record of East Coast common stock who (1) gives to East Coast, prior to the vote
at the special meeting with respect to the approval of the merger agreement,
written notice of such holder's intent to demand payment for such holder's
shares, and (2) does not vote in favor of the merger agreement, 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 date of the
merger, excluding any appreciation or depreciation in anticipation of the
merger. A copy of the pertinent provisions of the Florida Business Corporation
Act is reproduced as Appendix B 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 East Coast 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 Florida statutory provisions by merely voting against approval of the
merger agreement by proxy or in person at the special meeting. Any holder of
East Coast 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 merger 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 provided
by statute and described in this summary of the statute.

     Any written objection to the merger agreement satisfying the requirements
discussed above should be addressed as follows: East Coast Bank Corporation,
1400 Ocean Shore Boulevard, Ormond Beach, Florida, 32175, Attention: Thomas A.
Brougher, Corporate Secretary.

     If the merger is approved at the special meeting, the "Corporation"
(referring to East Coast prior to the effective date of the merger or Regions as
the surviving corporation after the effective date of the merger, as the case
may be) must deliver a written notice of such approval to all holders of East
Coast common stock who satisfied the foregoing requirements within 10 days of
such approval.

     Any stockholder who receives such notice and elects to dissent must file
with the Corporation, within 20 days after the giving of such notice by the
Corporation, a notice of such election, stating the stockholder's name and
address, the number, classes, and series of shares as to which such holder
dissents, and a demand for payment of the fair value of such holder's shares.
Any stockholder failing to file such election to dissent within the period set
forth shall be bound by the terms of the proposed corporate action. Any
stockholder filing an election to dissent shall deposit such holder's
certificates for certificated shares with the Corporation simultaneously with
the filing of the election to dissent.

     Within 10 days after the expiration of the period in which stockholders may
file their notices of election to dissent, or within 10 days after the merger is
effected, whichever is later (but in no case later than 90 days from




                                       19
<PAGE>   27

the date of the stockholders' approval), the Corporation shall make a written
offer to each dissenting stockholder who has made demand, as described in the
preceding paragraph, to pay an amount the Corporation estimates to be the fair
value for such shares. If the merger has not been consummated before the
expiration of the 90-day period after the date of stockholders' approval, the
offer may be made conditional upon the consummation of the merger. Such notice
and offer must be accompanied by specified financial information.

     If within 30 days after the making of such offer any stockholder accepts
the offer, payment for such holder's shares shall be made within 90 days after
the making of such offer or the consummation of the merger, whichever is later.
Upon payment of the agreed value, the dissenting stockholder shall cease to have
any interest in such shares.

     If the Corporation fails to make such offer within the period specified
therefor or if it makes the offer and any dissenting stockholder or stockholders
fail to accept the offer within the period of 30 days thereafter, then the
Corporation, within 30 days after receipt of written demand from any dissenting
stockholder given within 60 days after the date on which the merger was
effected, shall, or at its election at any time within such period of 60 days
may, file an action in any court of competent jurisdiction in Volusia County
requesting that the fair value of such shares be determined. The court shall
also determine whether each dissenting stockholder, as to whom the Corporation
requests the court to make such determination, is entitled to receive payment
for such holder's shares.

     If the Corporation fails to institute the proceeding as just described, any
dissenting stockholder may do so in the name of the Corporation. All dissenting
stockholders (whether or not residents of Florida), other than stockholders who
have agreed with the Corporation as to the value of their shares, shall be made
parties to the proceeding as an action against their shares. The Corporation
shall serve a copy of the initial pleading in such proceeding upon each
dissenting stockholder in a specified manner.

     The jurisdiction of the court is plenary and exclusive. All stockholders
who are proper parties to the proceeding are entitled to judgment against the
Corporation for the amount of the fair value of their shares. The court may, if
it so elects, appoint one or more persons as appraisers to receive evidence and
recommend a decision on the question of fair value. The appraisers shall have
such power and authority as is specified in the order of their appointment or an
amendment thereof.

     The Corporation shall pay each dissenting stockholder the amount found to
be due such holder within 10 days after final determination of the proceedings.
Upon payment of the judgment, the dissenting stockholder shall cease to have any
interest in such shares.

     The costs and expenses of any such proceeding shall be determined by the
court and shall be assessed against the Corporation, but all or any part of such
costs and expenses may be apportioned and assessed as the court deems equitable
against any or all of the dissenting stockholders who are parties to the
proceeding, to whom the Corporation has made an offer to pay for the shares, if
the court finds that the action of such stockholders in failing to accept such
offer was arbitrary, vexatious, or not in good faith. Such expenses shall
include reasonable compensation for, and reasonable expenses of, the appraisers,
but shall exclude the fees and expenses of counsel for, and experts employed by,
any party. If the fair value of the shares, as determined, materially exceeds
the amount which the Corporation offered to pay therefor or if no offer was
made, the court in its discretion may award to any stockholder who is a party to
the proceeding such sum as the court determines to be reasonable compensation to
any attorney or expert employed by the stockholder in the proceeding.




                                       20
<PAGE>   28
     The foregoing is a summary of the material rights of a dissenting
stockholder of East Coast, but is qualified in its entirety by reference to the
pertinent provisions of the Florida Business Corporation Act, included in
Appendix B to this Proxy Statement-Prospectus. Any East Coast stockholder who
intends to dissent from approval of the merger 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 East Coast stockholders, except as
indicated above or otherwise required by law.

     Any dissenting East Coast 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 EAST COAST COMMON STOCK. THIS
DISCUSSION MAY NOT APPLY TO SPECIAL SITUATIONS, SUCH AS EAST COAST STOCKHOLDERS,
IF ANY, WHO HOLD EAST COAST COMMON STOCK OTHER THAN AS A CAPITAL ASSET, WHO
RECEIVED EAST COAST COMMON STOCK UPON THE EXERCISE OF EMPLOYEE STOCK OPTIONS OR
OTHERWISE AS COMPENSATION, WHO HOLD EAST COAST 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 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.

     Consummation of the merger is conditioned upon receipt by Regions and East
Coast of an opinion from Alston & Bird LLP, special counsel to Regions,
concerning the material federal income tax consequences of the merger. Based
upon the assumption that the merger is consummated in accordance with the merger
agreement and upon factual statements and factual representations made by
Regions and East Coast, it is such firm's opinion that:

     1. The merger will constitute a reorganization within the meaning of
Section 368(a) of the Code, and East Coast and Regions will each be "a party to
a reorganization" within the meaning of Section 368(b) of the Internal Revenue
Code.

     2. No gain or loss will be recognized by holders of East Coast common stock
upon the exchange in the merger of all of their East Coast common stock solely
for shares of Regions common stock (except with respect to any cash received in
lieu of fractional share interests in Regions common stock).

     3. The aggregate tax basis of the Regions common stock received by the East
Coast stockholders who exchange all of their East Coast common stock solely for
Regions common stock in the merger will be the same as the tax basis of the East
Coast 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 the East
Coast stockholders who exchange all of their East Coast common stock solely for
Regions common stock in the merger will




                                       21
<PAGE>   29

include the holding period of the East Coast common stock surrendered in
exchange therefor, provided that such East Coast common stock is held as a
capital asset at the effective time of the merger.

     5. The payment of cash to East Coast 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 Regions
common stock redeemed, as provided in Section 302(a) of the Internal Revenue
Code.

     6. Where solely cash is received by an EastCoast stockholder in exchange
for East Coast common stock pursuant to the exercise of dissenters' rights, such
cash will be treated as having been received in redemption of such holder's East
Coast common stock, subject to the provisions and limitations of Section 302 of
the Internal Revenue Code.

     THE TAX OPINION DOES NOT ADDRESS ANY STATE, LOCAL, FOREIGN, OR OTHER TAX
CONSEQUENCES OF THE MERGER. EAST COAST 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, AND FOREIGN LAW.

ACCOUNTING TREATMENT

     It is anticipated that the merger will be accounted for as a "purchase," as
that term is used pursuant to generally accepted accounting principles, for
accounting and financial reporting purposes. Under the purchase method of
accounting, the assets and liabilities of East Coast as of the effective time of
the merger will be recorded at their estimated respective fair values and added
to those of Regions. Financial statements of Regions issued after the effective
time will reflect such values and will not be restated retroactively to reflect
the historical financial position or results of operations of East Coast.

EXPENSES AND FEES

     The merger agreement provides, in general, that each of the parties will
bear and pay its own expenses in connection with the transactions contemplated
by the merger 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 one-half of the printing costs
incurred in connection with the printing of this Proxy Statement-Prospectus.

RESALES OF REGIONS COMMON STOCK

     The Regions common stock to be issued to East Coast stockholders in the
merger has been registered under the Securities Act of 1933. All shares of
Regions common stock received by stockholders of East Coast in the merger will
be freely transferable after the merger by those stockholders of East Coast who
are not considered to be "affiliates" of East Coast. "Affiliates" generally are
defined as persons or entities who control, are controlled by, or are under
common control with East Coast at the time of the special meeting (generally,
executive officers, directors, and 10% or greater stockholders). 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 Rule 145 promulgated




                                       22
<PAGE>   30

under the Securities Act 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 of the merger, affiliates of East Coast 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 timeliness
of Regions' periodic reporting obligations with the Securities and Exchange
Commission. After the one-year period and within two years following the
effective time of the merger, affiliates of East Coast who are not affiliates of
Regions may effect such resales subject only to the timeliness of Regions'
periodic reporting requirements. After two years, such affiliates of East Coast
who are not affiliates of Regions may resell their shares without restriction.
Persons who are affiliates of Regions after the effective time of the merger 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
East Coast or Regions.

     Each person who East Coast reasonably believes will be an affiliate of East
Coast 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
promulgated thereunder.


                 EFFECT OF THE MERGER ON RIGHTS OF STOCKHOLDERS

     As a result of the merger, holders of East Coast common stock will be
exchanging their shares of a Florida corporation governed by the Florida
Business Corporation Act and East Coast's articles of incorporation, as amended,
and bylaws, for shares of Regions, a Delaware corporation governed by the
Delaware General Corporation Law and Regions' certificate of incorporation and
bylaws. Certain significant differences exist between the rights of East Coast
stockholders and those of Regions stockholders. The material differences are
summarized below. In particular, Regions' certificate of incorporation 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 Florida Business Corporation Act and the Delaware General
Corporation Law as well as to Regions' certificate of incorporation and bylaws
and East Coast's articles of incorporation and bylaws.




                                       23
<PAGE>   31

ANTITAKEOVER PROVISIONS GENERALLY

     The provisions of Regions' certificate of incorporation 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 General Corporation Law 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 of directors can further and
protect the interests of Regions and its stockholders as appropriate under the
circumstances, including, if the board of directors determines that a sale of
control is in their best interests, by enhancing the board of directors' ability
to maximize the value to be received by the stockholders upon such a sale.

     Although Regions' management believes the protective provisions are
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.

AUTHORIZED CAPITAL STOCK

     Regions. Regions' certificate of incorporation authorizes the issuance of
up to 500,000,000 shares of Regions common stock and 5,000,000 shares of
preferred stock. At March 31, 2000, 222,171,783 shares of Regions common stock
were issued, including 1,750,000 treasury shares, and 220,421,783 shares were
outstanding. 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. Regions' certificate of incorporation 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




                                       24
<PAGE>   32

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 anti-takeover purpose, including any
purpose to make a change in control of Regions more costly or difficult.

     East Coast. East Coast's authorized capital stock consists of 750,000
shares of East Coast common stock, which is the only class of capital stock
authorized and of which 299 shares were issued and outstanding as of the record
date.

     Pursuant to the Florida Business Corporation Act, East Coast's board of
directors may authorize the issuance of additional shares of East Coast common
stock without further action by East Coast's stockholders. East Coast's articles
of incorporation, as amended, does not provide the stockholders of East Coast
with preemptive rights to purchase or subscribe to any unissued authorized
shares of East Coast common stock or any option or warrant for the purchase
thereof.

AMENDMENT OF CERTIFICATE OR ARTICLES OF INCORPORATION AND BYLAWS

     Regions. The Delaware General Corporation Law generally provides that the
approval of a corporation's board of directors and the affirmative vote of a
majority of (1) all shares entitled to vote thereon and (2) 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. Regions' certificate of incorporation 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 Regions' certificate of incorporation
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.

     Regions' certificate of incorporation 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.

     East Coast. The Florida Business Corporation Act generally provides that a
Florida corporation's articles of incorporation may be amended in certain minor
respects without stockholder action, but the Florida Business Corporation Act
requires most amendments to be adopted by the affirmative vote of a majority of
the shares entitled to vote thereon upon recommendation of the Board of
Directors. Unless the Florida Business Corporation Act requires a greater vote,
amendments may be adopted by a majority of the votes cast, a quorum being
present. The Florida Business Corporation Act also permits the Board of
Directors to amend or repeal the bylaws unless the Florida Business Corporation
Act or the stockholders provide otherwise. The stockholders entitled to vote
have concurrent power to amend or repeal the bylaws.




                                       25
<PAGE>   33

CLASSIFIED BOARD OF DIRECTORS AND ABSENCE OF CUMULATIVE VOTING

     Regions. Regions' certificate of incorporation 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 of directors are elected
each year; consequently, two annual meetings are effectively required for
Regions' stockholders to change a majority of the members of the board of
directors. The purpose of dividing Regions' board of directors into classes is
to facilitate continuity and stability of leadership of Regions by ensuring that
experienced personnel familiar with Regions will be represented on Regions'
board of directors at all times, and to permit Regions' management to plan for
the future for a reasonable time. However, by potentially delaying the time
within which an acquirer could obtain working control of the board of directors,
this provision may discourage some potential mergers, tender offers, or takeover
attempts.

     Pursuant to Regions' certificate of incorporation, 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.

     East Coast. East Coast's articles of incorporation do not provide for a
classified board of directors. Holders of East Coast common stock are not
afforded cumulative voting rights.

REMOVAL OF DIRECTORS

     Regions. Under Regions' certificate of incorporation, 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.

     East Coast. The Florida Business Corporation Act provides that stockholders
may remove a director with or without cause unless the articles of incorporation
provide that any director or the entire Board of Directors may be removed only
for cause. East Coast's articles of incorporation and bylaws do not include
special provisions for removal of directors.




                                       26
<PAGE>   34

LIMITATIONS ON DIRECTOR LIABILITY

     Regions. Regions' certificate of incorporation 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 (1) any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (3) the payment of
certain unlawful dividends and the making of certain unlawful stock purchases or
redemptions, or (4) 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.

     East Coast. The Florida Business Corporation Act generally provides that a
director is not personally liable for monetary damages to the corporation or any
other person for any statement, vote, decision or failure to act regarding
corporate management or policy, unless: (1) the director breached or failed to
perform his duties as a director and (2) the director's breach of or failure to
perform those duties constitutes: (A) a violation of the criminal law, unless
the director had reasonable cause to believe his conduct was lawful or had no
reasonable cause to believe his conduct was unlawful; (B) a transaction from
which the director derived an improper personal benefit, either directly or
indirectly; (C) an unlawful distribution; (D) conscious disregard for the best
interest of the corporation, or willful misconduct; or (E) recklessness or an
act or omission which was committed in bad faith or with malicious purpose or in
a manner exhibiting wanton and willful disregard of human rights, safety or
property. This provision would absolve directors of East Coast of personal
liability for negligence in the performance of their duties, including gross
negligence. It would not permit a director to be exculpated, however, from
liability for actions involving conflicts of interest or breaches of the
traditional "duty of loyalty" to East Coast and its stockholders, and it would
not affect the availability of injunctive or other equitable relief as a remedy.

INDEMNIFICATION

     Regions. Regions' certificate of incorporation provides that Regions will
indemnify its officers, directors, employees, and agents to the full extent
permitted by the Delaware General Corporation Law. Under Section 145 of the
Delaware General Corporation Law 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




                                       27
<PAGE>   35

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.

     East Coast. The Florida Business Corporation Act and East Coast's bylaws
provide for indemnification of its directors, officers, employees, and agents in
substantially the same manner and with substantially the same effect as in the
case of Regions.

SPECIAL MEETINGS OF STOCKHOLDERS

     Regions. Regions' certificate of incorporation 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 of incorporation 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 of directors with nominees who were in favor of such
proposal.

     East Coast. Under East Coast's bylaws, a special meeting of East Coast
stockholders may be called by the board of directors or the president, and must
be called by the president upon written request of the holders of not less than
30% of the outstanding common stock of East Coast entitled to vote at an annual
meeting.

ACTIONS BY STOCKHOLDERS WITHOUT A MEETING

     Regions. Regions' certificate of incorporation 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.

     East Coast. Under the Florida Business Corporation Act and East Coast's
bylaws, any action requiring or permitting stockholder approval may be approved
by written consent of stockholders holding a majority of East Coast's
outstanding voting stock. If less than all stockholders consent, stockholders
must be given written notice of the action taken within ten days of the
authorization by written consent.]




                                       28
<PAGE>   36

STOCKHOLDER NOMINATIONS

     Regions. Regions' certificate of incorporation and bylaws provide that any
nomination by stockholders of individuals for election to the board of directors
must be made by delivering written notice of such nomination (the "Nomination
Notice") to the Secretary of Regions not less than 14 days nor more than 50 days
before any meeting of the stockholders called for the election of directors;
provided, however, that if less than 21 days notice of the meeting is given to
stockholders, the Nomination Notice must be delivered to the Secretary of
Regions not later than the seventh day following the day on which notice of the
meeting was mailed to stockholders. The Nomination Notice must set forth certain
background information about the persons to be nominated, including information
concerning (1) the name, age, business, and, if known, residential address of
each nominee, (2) the principal occupation or employment of each such nominee,
and (3) 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.

     East Coast. East Coast's articles of incorporation and bylaws do not
provide for special nominating procedures for election of directors.

MERGERS, CONSOLIDATIONS, AND SALES OF ASSETS GENERALLY

     Regions. Regions' certificate of incorporation generally requires the
affirmative vote of the holders of at least 75% of the outstanding voting stock
of Regions to effect (1) any merger or consolidation with or into any other
corporation, or (2) 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 General Corporation Law
generally requires the approval of a majority of the outstanding voting stock of
Regions to effect (1) any merger or consolidation with or into any other
corporation, (2) any sale, lease, or exchange of all or substantially all of
Regions property and assets, or (3) the dissolution of Regions. However,
pursuant to the Delaware General Corporation Law, Regions may enter into a
merger transaction without stockholder approval if (1) Regions is the surviving
corporation, (2) the agreement of merger does not amend in any respect Regions'
certificate of incorporation, (3) 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 (4) 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.

     East Coast. The Florida Business Corporation Act generally requires that
any merger, consolidation or sale of substantially all the assets of a
corporation be approved by a vote of the holders of a majority of all
outstanding shares entitled to vote thereon. The articles of incorporation of a
Florida corporation may




                                       29
<PAGE>   37

provide for a greater vote. Neither East Coast's articles of incorporation nor
bylaws contain provisions that operate to alter the vote required to approve the
merger.

BUSINESS COMBINATIONS WITH CERTAIN PERSONS

     Regions. Section 203 of the Delaware General Corporation Law ("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 (1) prior to the
time when the person or entity becomes an interested stockholder, Regions' board
of directors approved either the business combination or the transaction
pursuant to which such person or entity became an interested stockholder, (2)
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
(3) 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.

     East Coast. Section 607.108 of the Florida Business Corporation Act
provides that the approval of the holders of two-thirds of the voting shares of
a corporation, other than the shares owned by an interested stockholder
(generally, any person who is the beneficial owner of 10% or more of the
outstanding voting stock of the corporation), would be required in order to
effectuate certain transactions, including, among others, a merger, sale of
assets, sale of shares and reclassification of securities involving the
corporation and an interested stockholder. Such special voting requirements do
not apply under certain circumstances specified in the statute.

     A corporation may "opt-out" of the provisions of Section 607.108 by
electing to do so in its articles of incorporation. East Coast has not elected
to "opt-out" of Section 607.108 of the Florida Business Corporation Act. In any
event the special voting requirements do not apply to the merger because Regions
is not an interested stockholder.

     Section 607.109 of the Florida Business Corporation Act restricts voting
rights of shares acquired in certain control share acquisitions. Generally,
"control shares" (as defined in the statute) are shares acquired by a person who
acquires in one or a series of related transactions an amount of stock equal to
one-fifth or more of all of the voting stock of a Florida corporation meeting
certain criteria. Control shares have voting rights only upon approval by a
majority of stockholders of each class of voting stock of the corporation,
excluding those shares held by interested persons. The control share voting
restrictions do not apply to shares acquired pursuant to, among other things, an
agreement or plan of merger or share




                                       30
<PAGE>   38

exchange effected in compliance with the relevant provisions of the Florida
Business Corporation Act and to which the corporation is a party, or an
acquisition of shares previously approved by the board of directors of the
corporation. In addition, unless otherwise provided in a corporation's articles
of incorporation or bylaws, in the event control shares acquired in a
control-share acquisition are accorded full voting rights and the acquiring
person has acquired control shares with a majority or more of all voting power,
all stockholders of the issuing public corporation shall have dissenters'
rights. In its bylaws East Coast has elected that section 607.109 of the Florida
Business Corporation Act does not apply to East Coast. In any event, the control
share restrictions do not apply to the merger.

DISSENTERS' RIGHTS

     Regions. The rights of dissenting stockholders of Regions are governed by
the Delaware General Corporation Law. 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 (1) 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 (2) 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.

     East Coast. A summary of the pertinent provisions of the Florida Business
Corporation Act pertaining to dissenters' rights is set forth under the caption
"The Merger--Dissenting Stockholders," and such provisions are included as
Appendix B.

STOCKHOLDERS' RIGHTS TO EXAMINE BOOKS AND RECORDS

     Regions. The Delaware General Corporation Law 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.

     East Coast. Pursuant to the Florida Business Corporation Act, upon written
notice of a demand to inspect corporate records, a stockholder is entitled to
inspect corporate books and records. Except for certain categories of records,
including the current articles of incorporation and bylaws, list of names and
business addresses of current officers and directors, and minutes of stockholder
meetings and communications directed to stockholders generally, the demand must
be made in good faith with a proper purpose, the demand must state with
reasonable particularity the purpose and the records desired to be inspected,
and the records must relate directly to the purpose.




                                       31
<PAGE>   39

DIVIDENDS

     Regions. The Delaware General Corporation Law 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 "Supervision and Regulation-Payment of Dividends."

     East Coast. Pursuant to the Florida Business Corporation 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, (1) the corporation would not be able to
pay its debts as they become due in the usual course of business, or (2) 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.























                                       32
<PAGE>   40

                     COMPARATIVE MARKET PRICES AND DIVIDENDS

     Regions common stock is quoted on the Nasdaq National Market under the
symbol "RGBK." East Coast common stock is not traded in any established market.
The following table sets forth, for the indicated periods, the high and low
closing sale prices for Regions common stock as reported on the Nasdaq National
Market, the high and low prices of East Coast common stock based on the
transactions known to East Coast management, and the cash dividends declared per
share of Regions and East Coast common stock. For the indicated period there has
been only a very limited number of transactions in East Coast common stock and
all such transactions have involved limited numbers of shares.

<TABLE>
<CAPTION>

                                                REGIONS                                        EAST COAST
                                      PRICE RANGE    CASH DIVIDENDS                                    CASH DIVIDENDS
                                   ----------------     DECLARED                                          DECLARED
                                    HIGH       LOW      PER SHARE                HIGH         LOW         PER SHARE
                                   ------    ------  --------------          ----------    ---------   --------------
<S>                                <C>       <C>     <C>                     <C>           <C>         <C>
1998
First Quarter ................     $43.50    $37.94       $.23               $25,014.00    23,498.00          -
Second Quarter................      45.25     38.66        .23                25,014.00                    379.00
Third Quarter ................      42.69     33.81        .23                25,014.00                       -
Fourth Quarter ...............      40.69     30.25        .23                25,772.00    25,014.00       379.00

1999
First Quarter.................      41.44     34.63        .25                25,829.00    25,829.00          -
Second Quarter................      39.13     34.72        .25                25,829.00    25,829.00       379.00
Third Quarter.................      38.94     29.81        .25                25,829.00    25,829.00          -
Fourth Quarter................      31.25     23.38        .25                25,825.00    25,125.00       379.00

2000
First Quarter.................      24.31     18.44        .27                25,125.00    25,125.00          -
Second Quarter................      24.50     19.19        .27
Third Quarter (through
    _______, 2000) ...........                             .27
</TABLE>

     On _______, 2000, the last reported sale price of Regions common stock as
reported on the Nasdaq National Market, was $ _______, and the price of East
Coast common stock in the last known transaction was $_______. On April 20,
2000, the last business day prior to public announcement of the proposed merger,
the last reported sale price of Regions common stock as reported on the Nasdaq
National Market, was $21.125, and the price of East Coast common stock in the
last known transaction was $25,125.

     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.

     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




                                       33
<PAGE>   41

depository institutions are subject to certain legal restrictions on the amount
of dividends they are permitted to pay. See "Supervision and Regulation-Payment
of Dividends."

     East Coast's dividend policy since 1988 has been to pay regular semi-annual
cash dividends. The declaration and payment of dividends in the future depends
upon business conditions, operating results, capital and reserve requirements,
and the board of directors' consideration of other relevant factors.

























                                       34
<PAGE>   42

                          INFORMATION ABOUT EAST COAST

BUSINESS AND PROPERTIES

     East Coast is a bank holding company organized under the laws of the state
of Florida with its principal executive office located in Ormond Beach, Florida.
East Coast operates principally through Bank at Ormond-By-The-Sea, which is a
state-chartered commercial bank and which provides a range of consumer and
commercial banking services through three offices in Volusia County in east
central Florida. At March 31, 2000, East Coast had total consolidated assets of
approximately $108 million, total consolidated deposits of approximately $99
million, and total consolidated stockholders' equity of approximately $7.7
million. East Coast's principal executive office is located at 1400 Ocean Shore
Boulevard, Ormond Beach, Florida, 32175 and its telephone number at such address
is (904) 441-1200.

     The Bank at Ormond-By-The-Sea owns the facilities at two of its locations
and the other one is leased.

COMPETITION

     East Coast encounters vigorous competition in its market areas for the
provision of depository institution financial services from a number of sources,
including bank holding companies and commercial banks, savings and loan
associations and other thrift institutions, credit unions, other financial
institutions, and financial intermediaries that operate in East Coast's market
area. Regional interstate banking laws and other recent federal and state laws
have resulted in increased competition from both conventional banking
institutions and other businesses offering financial services and products. Bank
at Ormond-By-The-Sea also competes for interest bearing funds with a number of
other financial intermediaries and nontraditional consumer investment
alternatives, including brokerage firms, consumer finance companies, commercial
finance companies, credit unions, money market funds, and federal, state, and
municipal issuers of short term obligations. Many of these competitors have
greater financial resources than the Bank. At March 31, 2000, there were
approximately nine commercial banks, one savings bank, and four credit unions
competing with the Bank in the Bank's market area.

LEGAL PROCEEDINGS

     East Coast and Bank at Ormond-By-The-Sea are not parties to any material
legal proceedings other than ordinary routine litigation incidental to their
business.

MANAGEMENT

     The following table presents information about the directors and executive
officers of East Coast and Bank at Ormond-By-The-Sea. Unless otherwise
indicated, each person has sole voting and investment powers over the indicated
shares. Information relating to beneficial ownership of East Coast common stock
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.




                                       35
<PAGE>   43

Under the rules, more than one person may be deemed to be a beneficial owner of
the same securities. 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 from the record date. The footnotes to the table indicate how
many shares each person has the right to acquire within 60 days of the record
date.

<TABLE>
<CAPTION>

                          PRESENT OCCUPATION             POSITION AND          DIRECTOR OR      NUMBER OF SHARES
                             AND PRINCIPAL               OFFICES HELD           EXECUTIVE      BENEFICIALLY OWNED
                            OCCUPATION FOR           WITH EAST COAST/BANK        OFFICER       AT THE RECORD DATE
        NAME                LAST FIVE YEARS          AT ORMOND-BY-THE-SEA         SINCE       AND PERCENT OF CLASS
---------------------     -------------------  ------------------------------- -----------    --------------------
<S>                       <C>                  <C>                             <C>            <C>
Brougher, Thomas A.             Banking          Executive Vice President and     1984/          13.05      4.4%
                                                Director/President and CEO and    1978
                                                           Director

Brown, Dana V.                Real Estate                  Director/              1984/           2.00       .7
                                                           Director               1983

Ehringer, Gerald L. M.D.       Physician                   Director/              1984/           9.00      3.0
                                                           Director               1973

Farrell, Susan M.               Banking                       --                  --/             4.36      1.5
                                                Sr. Vice President and Cashier    2000

Fornell, Richard H.           Oil Company                  Director/              1984/           1.00       .3
                                Jobber                     Director               1983

Freidus, Elias, Jr.           Investments                  Director/              1984/           3.00      1.0
                                                           Director               1983

Johnson, Hjalma E.            Investments              Chairman and CEO/          1983/          96.07     32.1
                             and Ranching         Chairman and Sr. Executive      1973
                                                        Vice President

Johnson, Laura M.              Ranching               Sr. Vice Chairman/          1984/          14.00 (a)  4.7
                                               Secretary, Treasurer and Director  1983

Johnson, Leonard H.            Attorney             President and Director/       1983/          14.62 (b)  4.9
                             and Ranching            Vice Chairman and Sr.        1983
                                                   Executive Vice President

Lopez, Julian C.             Restauranteur                 Director/              1984/           --         --
                                                           Director               1973

Mayo, Howard A. Jr.             Banking                 Vice Chairman/            1983/          56.90     19.0
                                                         Vice Chairman            1973

Ramirez, Rafael A. Jr..         Banking         Asst. Secretary and Treasurer/    1998/           5.55      1.9
                                                   Executive Vice President
                                                         and Secretary
</TABLE>

(a)  Includes 3.0 shares owned jointly with Leonard H. Johnson.

(b)  Includes 3.0 shares owned jointly with Laura M. Johnson.








                                       36
<PAGE>   44

TRANSACTIONS WITH MANAGEMENT

     In the ordinary course of business, Bank at Ormond-By-The-Sea has loans,
deposits and other transactions with its executive officers, directors, and
organizations with which such persons are associated. Such transactions are on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with others. The aggregate
amount of loans to such persons and company(s) in which they have a 10% or more
ownership interest as of March 31, 2000, was approximately $3,165,000.

VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS

     The following table sets forth certain information concerning the
beneficial owners of more than 5.0% of East Coast common stock, as of the record
date.

<TABLE>
<CAPTION>

                          NAME AND ADDRESS                AMOUNT AND NATURE        PERCENT OF
TITLE OF CLASS            OF BENEFICIAL OWNER           BENEFICIAL OWNERSHIP        CLASS (1)
--------------            -------------------           --------------------       ----------
<S>                       <C>                           <C>                        <C>
Common                    Johnson, Hjalma E.                96.07  Direct             32.1%
                          1400 Ocean Shore Boulevard
                          Ormond Beach, Florida 32176

Common                    Mayo, Howard A. Jr.               56.90  Direct             19.0
                          1400 Ocean Shore Boulevard
                          Ormond Beach, Florida 32176
</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 Securities 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.










                                       37
<PAGE>   45

                            INFORMATION ABOUT 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 740 banking offices located in Alabama, Arkansas, Florida,
Georgia, Louisiana, South Carolina, Tennessee, and Texas as of March 31, 2000.
At that date, Regions had total consolidated assets of approximately $41.4
billion, total consolidated deposits of approximately $32.0 billion, and total
consolidated stockholders' equity of approximately $3.1 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) 944-1300.

     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
"Where You Can Find More Information."

RECENT DEVELOPMENTS

     Since December 31, 1999, and as of the date of this Proxy
Statement-Prospectus, Regions has completed the acquisitions of one financial
institution and has entered into definitive agreements to acquire two financial
institutions in addition to the merger. Certain aspects of the completed and
other pending acquisitions are presented in the following table:

<TABLE>
<CAPTION>

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

LCB Corporation, located in Fayetteville, Tennessee         $     173       $   28        Regions      Purchase
                                                                                          Common
                                                                                          Stock
</TABLE>




                                       38
<PAGE>   46

<TABLE>

<S>                                                               <C>           <C>       <C>         <C>
Other Pending Acquisitions
--------------------------

First National Bancshares of Louisiana, Inc., located in          245           58        Regions      Purchase
Alexandria, Louisiana                                                                     Common
                                                                                           Stock

Heritage Bancorp, Inc., located in Hutto, Texas                    97           17        Regions      Purchase
                                                                                          Common
                                                                                           Stock
</TABLE>

---------------
(1)  Calculated as of the date of consummation in the case of the completed
     acquisitions and as of the date of 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 and approval of the stockholders of the
institutions to be acquired. 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, 2000, as of that date Regions' total consolidated assets would have
been increased by approximately $473 million to approximately $41.9 billion; its
total consolidated deposits would have increased by approximately $412 million
to approximately $32.4 billion; and its total consolidated stockholders' equity
would have increased by approximately $40 million to approximately $3.2 billion.

REGIONS' SECOND QUARTER 2000 OPERATING RESULTS

     For the second quarter ended June 30, 2000, Regions reported net income of
$125.3 million or $.57 per diluted share, representing a 8% decline in net
income and a 5% decline on a per share basis, over the same period of 1999. For
the six months ended June 30, 2000, Regions reported net income of $271.3
million or $1.22 per diluted share, representing a 4% increase on a per-share
basis over the same period of 1999. Operating income totaled $253.5 million or
$1.14 per diluted share for the first six months of 2000, a 3% decline on a per
share basis compared to the same period of 1999. For the first six months of
2000, the annualized return on average total assets was 1.29%, and the
annualized return on average stockholders' equity was 17.45%. Based on operating
income, annualized return on average assets was 1.20%, and annualized return on
average equity was 16.30% for the six months ended June 30, 2000. At June 30,
2000, the ratio of stockholders' equity to total assets was 7.43%. As of June
30, 2000, Regions had total consolidated assets of approximately $42.9 billion,
total consolidated deposits of approximately $32.5 billion, and total
consolidated stockholders' equity of approximately $3.2 billion.








                                       39
<PAGE>   47

                           SUPERVISION AND REGULATION

     The following discussion sets forth certain of the material elements of the
regulatory framework applicable to banks and bank holding companies and provides
certain specific information related to Regions and East Coast. Additional
information is available in Regions' Annual Report on Form 10-K for the fiscal
year ended December 31, 1999. See "Where You Can Find More Information."

GENERAL

     Regions and East Coast are both bank holding companies registered with the
Board of Governors of the Federal Reserve System under the Bank Holding Company
Act. As such, Regions and East Coast and their non-bank subsidiaries are subject
to the supervision, examination, and reporting requirements of the Bank Holding
Company Act and the regulations of the Federal Reserve Board.

     The Bank Holding Company Act requires every bank holding company to obtain
the prior approval of the Federal Reserve Board before: (1) 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; (2) it or any of its
subsidiaries, other than a bank, may acquire all or substantially all of the
assets of any bank; or (3) it may merge or consolidate with any other bank
holding company.

     The Bank Holding Company Act further provides that the Federal Reserve
Board 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 Board
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 Bank Holding Company Act generally prohibits Regions and East Coast
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 Board 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
Board 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.

     In November, 1999, the President signed the Gramm-Leach-Bliley Act, which
significantly relaxes previously existing restrictions on the activities of
banks and bank holding companies. Effective in March 2000, an eligible bank
holding company may elect to be a "financial holding company" and thereafter may
engage in a range of activities that are financial in nature and that were not
previously permissible for




                                       40
<PAGE>   48

banks and bank holding companies. For a bank holding company to be eligible for
financial holding company status, all of its subsidiary financial institutions
must be well-capitalized and well managed. It effects financial holding company
status by filing a declaration with the Federal Reserve Board that it elects to
be a financial holding company. A financial holding company may engage directly
or through a subsidiary in the statutorily authorized activities of securities
dealing, underwriting, and market making, insurance underwriting and agency
activities, merchant banking, and insurance company portfolio investments, and
in any activity that the Federal Reserve Board determines by rule or order to be
financial in nature or incidental to such financial activity. The Federal
Reserve Board must deny expanded authority to any bank holding company that
received less than a satisfactory rating on its most recent Community
Reinvestment Act review as of the time it submits its declaration. Although
Regions currently meets the prerequisites for financial holding company status,
it has not filed an election with the Federal Reserve Board.

     The Gramm-Leach-Bliley Act also permits securities brokerage firms and
insurance companies to own banks and bank holding companies. The Act also seeks
to streamline and coordinate regulation of integrated financial holding
companies, providing generally for "umbrella" regulation of financial holding
companies by the Federal Reserve Board, and for functional regulation of banking
activities by bank regulators, securities activities by securities regulators,
and insurance activities by insurance regulators.

     Each of the subsidiary banks of Regions and East Coast 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 bank
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 Bank at Ormond-By-The-Sea and Regions' subsidiary banks that are
state-chartered banks are subject to supervision and examination by
the state banking authorities of the states in which they are located and by
the FDIC in the case of Regions and the Federal Reserve Board in the case of
the Bank at Ormond-By-The-Sea. The federal banking regulator for each of the
subsidiary banks, as well as the appropriate state banking authority for
each of the subsidiary banks that is a state chartered bank, regularly
examines the operations of the subsidiary banks and is given 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 East Coast are legal entities separate and distinct from their
banking and other subsidiaries. The principal sources of cash flow of both
Regions and East Coast, including cash flow to pay dividends to their respective
stockholders, are dividends from their subsidiary banks. There are statutory and
regulatory limitations on the payment of dividends by these subsidiary banks to
Regions and East Coast, as well as by Regions and East Coast to their
stockholders.

     As to the payment of dividends, the Bank at Ormond-By-The-Sea 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 FDIC in the case of Regions and the Federal Reserve Board
in the case of the Bank at Ormond-By-The-Sea.




                                       41
<PAGE>   49

     If, in the opinion of a federal banking regulatory agency, an institution
under its jurisdiction is engaged in or is about to engage in an unsafe or
unsound practice (which, depending on the financial condition of the 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 an 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 Reserve Board and the FDIC 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, 2000, under dividend restrictions imposed under federal and
state laws, the respective subsidiary banks of Regions and East Coast, without
obtaining governmental approvals, could declare aggregate dividends to Regions
of approximately $394 million and to East Coast of approximately $1.0
million.

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

CAPITAL ADEQUACY

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

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

     The minimum guideline for the ratio of total capital ("Total Capital") to
risk-weighted assets (including certain off-balance-sheet items, such as standby
letters of credit) is 8.0%. At least half of the Total Capital must be composed
of common 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, other preferred stock, and a limited
amount of loan loss reserves. The minimum guideline for Tier 1 Capital is 4.0%.
At March 31, 2000, Regions' consolidated Total Capital Ratio was 11.25% and its
Tier 1 Capital Ratio (i.e., the ratio of Tier 1 Capital to risk-weighted assets)
was 9.37%, and the Bank at Ormond-By-The-Sea's consolidated Total Capital Ratio
was 14.96% and its Tier 1 Capital Ratio was 14.12%.




                                       42
<PAGE>   50

     In addition, the Federal Reserve Board has established minimum leverage
ratio guidelines for bank holding companies. These guidelines provide for a
minimum ratio of Tier 1 Capital to average assets, less goodwill and certain
other intangible assets (the "Leverage Ratio"), of 3.0% for bank holding
companies that meet certain specified criteria, including having the highest
regulatory rating. All other bank holding companies generally are required to
maintain a Leverage Ratio of at least 3.0%, plus an additional cushion of 100 to
200 basis points 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 Board 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. At March 31, 2000 Regions' Leverage Ratio was 6.70% and the Bank at
Ormond-By-The-Sea's Leverage Ratio was 6.78%.

     Each of Regions' and East Coast's subsidiary banks is subject to risk-based
and leverage capital requirements adopted by the FDIC, which are substantially
similar to those adopted by the Federal Reserve Board. Each of the subsidiary
banks was in compliance with applicable minimum capital requirements as of March
31, 2000. Neither Regions, East Coast, nor any of their subsidiary banks has
been advised by any federal banking agency of any specific minimum capital ratio
requirement applicable to it.

     Failure to meet capital guidelines could subject a bank to a variety of
enforcement remedies, including 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 Board, the Office of the Comptroller of the Currency,
and the FDIC also have recently adopted final regulations requiring regulators
to consider interest rate risk (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.

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. The federal banking agencies
have specified by regulation the relevant capital level for each category.

     Under the final agency rule implementing the prompt corrective action
provisions, an institution that (1) has a Total Capital ratio of 10% or greater,
a Tier 1 Capital ratio of 6.0% or greater, and a Leverage




                                       43
<PAGE>   51

Ratio of 5.0% or greater and (2) 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, 2000, all of the subsidiary banks of Regions and East Coast
had the requisite capital levels to qualify as well capitalized.

FDIC INSURANCE ASSESSMENTS

     The FDIC currently uses a 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-based assessment system, which went into effect on January 1, 1994, assigns
an institution to one of three capital categories: (1) well capitalized; (2)
adequately capitalized; and (3) 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




                                       44
<PAGE>   52

classifications (i.e., combinations of capital groups and supervisory subgroups)
to which different assessment rates are applied.

     The FDIC may terminate an institution's insurance of deposits 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 500,000,000 shares of Regions common stock
and 5,000,000 shares of preferred stock. At March 31, 2000, 222,171,783 shares
of Regions common stock were issued, including 1,750,000 treasury shares, and
220,421,783 shares were outstanding. At that date no preferred stock was issued.
No other class of stock is authorized.

     Holders of Regions common stock are entitled to receive such dividends as
may be declared by the board of directors out of funds legally available
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, 2000, under such
requirements and guidelines, Regions' subsidiary institutions had $394 million
of undivided profits legally available for the payment of dividends. See
"Supervision and Regulation-Payment of Dividends."

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


                              STOCKHOLDER PROPOSALS

     Regions expects to hold its next annual meeting of stockholders after the
merger during May 2001. Under SEC rules, proposals of Regions stockholders
intended to be presented at that meeting must be received by Regions at its
principal executive offices by December 18, 2000, for consideration by Regions
for possible inclusion in such proxy statement.


                           FORWARD LOOKING STATEMENTS

         This Proxy Statement-Prospectus and documents incorporated in it may
include forward looking statements which reflect Regions' current views with
respect to future events and financial performance. Such forward looking
statements are based on general assumptions and are subject to various risks,
uncertainties, and other factors that may cause actual results to differ
materially from the views, beliefs, and projections expressed in such
statements. Some factors are specific to Regions, including:

o    The cost and other effects of material contingencies, including litigation
     contingencies and other contingencies related to acquired operations.

o    Regions' ability to expand into new markets and to maintain profit margins
     in the face of pricing pressures.




                                       45
<PAGE>   53

o    The ability of Regions to achieve the earnings expectations related to the
     acquired operations of recently-completed and pending acquisitions, which
     in turn depends on a variety of factors, including

     o    the ability of Regions to achieve the anticipated cost savings and
          revenue enhancements with respect to the acquired operations.

     o    the assimilation of the acquired operations to Regions' corporate
          culture, including the ability to instill Regions' credit practices
          and efficient approach to the acquired operations.

     o    the continued growth of the acquired entities' markets consistent with
          recent historical experience.

Other factors which may affect Regions apply to the financial services industry
more generally, including:

o    Possible changes in economic and business conditions that may affect the
     prevailing interest rates, the prevailing rates of inflation, or the amount
     of growth, stagnation, or recession in the global, U.S., and southeastern
     U.S. economies, the value of investments, collectibility of loans, and the
     profitability of business entities.

o    Possible changes in monetary and fiscal policies, laws, and regulations,
     and other activities of governments, agencies, and similar organizations.

o    The effects of easing of restrictions on participants in the financial
     services industry, such as banks, securities brokers and dealers,
     investment companies, and finance companies, and attendant changes in
     patterns and effects of competition in the financial services industry.

     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.


                                     EXPERTS

     The consolidated financial statements of Regions at December 31, 1999 and
1998, and for each of the three years in the period ended December 31, 1999,
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 Regions' Annual Report on Form 10-K for the year ended
December 31, 1999. 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.


                                    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




                                       46
<PAGE>   54

law firm of Lange, Simpson, Robinson & Somerville LLP, is a member of the board
of directors of Regions. As of _______, 2000, 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, Washington, D.C.


                       WHERE YOU CAN FIND MORE INFORMATION

     Regions files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information that Regions files with the SEC at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
These filings are also available at the Internet world wide web site maintained
by the SEC at "http://www.sec.gov."

     Regions filed a Registration Statement on Form S-4 (the "Registration
Statement") to register with the SEC the Regions common stock to be issued to
East Coast stockholders in the merger. This Proxy Statement-Prospectus is a part
of that Registration Statement and constitutes a prospectus of Regions. As
allowed by SEC rules, this Proxy Statement-Prospectus does not contain all the
information you can find in Regions' Registration Statement or the exhibits to
that Registration Statement.

     SEC regulations allow Regions to "incorporate by reference" information
into this Proxy Statement-Prospectus, which means that Regions can disclose
important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is considered
part of this Proxy Statement-Prospectus, except for any information superseded
by information contained directly in this Proxy Statement-Prospectus or in later
filed documents incorporated by reference in this Proxy Statement-Prospectus.

     This Proxy Statement-Prospectus incorporates by reference the documents set
forth below that Regions has previously filed with the SEC. These documents
contain important information about Regions and its finances.

REGIONS SEC FILINGS (FILE NO. 0-6159)            PERIOD/AS OF DATE

Annual Report on Form 10-K                       Year ended December 31, 1999
Quarterly Reports on Form 10-Q                   Quarter ended March 31, 2000

     Regions also incorporates by reference additional documents that may be
filed with the SEC between the date of this Proxy Statement-Prospectus and the
consummation of the merger or the termination of the merger agreement. These
include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

     Regions has supplied all information contained or incorporated by reference
in this Proxy Statement-Prospectus relating to Regions, and First National has
supplied all such information relating to First National.




                                       47
<PAGE>   55

     If you are a stockholder, we may have sent you some of the documents
incorporated by reference, but you can obtain any of them through Regions, the
SEC or the SEC's Internet web site as described above.

     We have not authorized anyone to give any information or make any
representation about the merger or our companies that differs from, or adds to,
the information in this Proxy Statement-Prospectus or in Regions' documents that
are publicly filed with the Securities and Exchange Commission. Therefore, if
anyone does give you different or additional information, you should not rely on
it.

     If you are in a jurisdiction where it is unlawful to offer to exchange or
sell, or to ask for offers to exchange or buy, the securities offered by this
Proxy Statement-Prospectus or to ask for proxies, or if you are a person to whom
it is unlawful to direct such activities, then the offer presented by this Proxy
Statement-Prospectus does not extend to you.

















                                       48
<PAGE>   56

                                                                      APPENDIX A

                          AGREEMENT AND PLAN OF MERGER

                                 BY AND BETWEEN

                          EAST COAST BANK CORPORATION

                                      AND

                         REGIONS FINANCIAL CORPORATION

                           DATED AS OF APRIL 21, 2000

                                       A-1
<PAGE>   57

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Parties.....................................................
Preamble....................................................
ARTICLE 1 -- TRANSACTIONS AND TERMS OF MERGER...............
  1.1  Merger...............................................
  1.2  Time and Place of Closing............................
  1.3  Effective Time.......................................
  1.4  Execution of Support Agreements......................
ARTICLE 2 -- TERMS OF MERGER................................
  2.1  Certificate of Incorporation.........................
  2.2  Bylaws...............................................
  2.3  Directors and Officers...............................
ARTICLE 3 -- MANNER OF CONVERTING SHARES....................
  3.1  Conversion of Shares.................................
  3.2  Anti-Dilution Provisions.............................
  3.3  Shares Held by East Coast or Regions.................
  3.4  Dissenting Stockholders..............................
  3.5  Fractional Shares....................................
ARTICLE 4 -- EXCHANGE OF SHARES.............................
  4.1  Exchange Procedures..................................
  4.2  Rights of Former East Coast Stockholders.............
ARTICLE 5 -- REPRESENTATIONS AND WARRANTIES OF EAST COAST...
  5.1  Organization, Standing, and Power....................
  5.2  Authority; No Breach By Agreement....................
  5.3  Capital Stock........................................
  5.4  East Coast Subsidiaries..............................
  5.5  Financial Statements.................................
  5.6  Absence of Undisclosed Liabilities...................
  5.7  Absence of Certain Changes or Events.................
  5.8  Tax Matters..........................................
  5.9  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 Reports..............................................
  5.17 Statements True and Correct..........................
  5.18 Tax and Regulatory Matters...........................
  5.19 State Takeover Laws..................................
  5.20 Charter Provisions...................................
  5.21 Support Agreements...................................
  5.22 Derivatives..........................................
</TABLE>

                                       A-2
<PAGE>   58

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
ARTICLE 6 -- REPRESENTATIONS AND WARRANTIES OF REGIONS......
  6.1  Organization, Standing, and Power....................
  6.2  Authority; No Breach By Agreement....................
  6.3  Capital Stock........................................
  6.4  Regions Subsidiaries.................................
  6.5  SEC Filings; Financial Statements....................
  6.6  Absence of Undisclosed Liabilities...................
  6.7  Absence of Certain Changes or Events.................
  6.8  Compliance with Laws.................................
  6.9  Legal Proceedings....................................
  6.10 Reports..............................................
  6.11 Statements True and Correct..........................
  6.12 Tax and Regulatory Matters...........................
  6.13 Derivatives..........................................
ARTICLE 7 -- CONDUCT OF BUSINESS PENDING CONSUMMATION.......
  7.1  Affirmative Covenants of Both Parties................
  7.2  Negative Covenants of East Coast.....................
  7.3  Adverse Changes in Condition.........................
  7.4  Reports..............................................
ARTICLE 8 -- ADDITIONAL AGREEMENTS..........................
  8.1  Registration Statement; Proxy Statement; Stockholder
       Approval.............................................
  8.2  Exchange Listing.....................................
  8.3  Applications.........................................
  8.4  Filings with State Offices...........................
  8.5  Agreement as to Efforts to Consummate................
  8.6  Investigation and Confidentiality....................
  8.7  Press Releases.......................................
  8.8  Certain Actions......................................
  8.9  Tax Treatment........................................
  8.10 State Takeover Laws..................................
  8.11 Charter Provisions...................................
  8.12 Agreement of Affiliates..............................
  8.13 Employee Benefits and Contracts......................
  8.14 Indemnification......................................
  8.15 Certain Modifications................................
  8.16 Private Placement....................................
ARTICLE 9 -- 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 East Coast.............
ARTICLE 10 -- TERMINATION...................................
  10.1  Termination.........................................
  10.2  Effect of Termination...............................
  10.3  Non-Survival of Representations and Covenants.......
</TABLE>

                                       A-3
<PAGE>   59

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
ARTICLE 11 -- MISCELLANEOUS.................................
  11.1  Definitions.........................................
  11.2  Expenses............................................
  11.3  Brokers and Finders.................................
  11.4  Entire Agreement....................................
  11.5  Amendments..........................................
  11.6  Waivers.............................................
  11.7  Assignment..........................................
  11.8  Notices.............................................
  11.9  Governing Law.......................................
  11.10 Counterparts........................................
  11.11 Captions............................................
  11.12 Interpretations.....................................
  11.13 Enforcement of Agreement............................
  11.14 Severability........................................
Signatures..................................................
</TABLE>

                                       A-4
<PAGE>   60

                                LIST OF EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
<C>       <C>  <S>
  1.      --   Form of Support Agreement. (sec. 1.4).
  2.      --   Form of Affiliate Agreement. (sec.sec. 8.12, 9.2(d)).
  3.      --   Form of Claims Letter. (sec. 9.2(e)).
  4.      --   Opinion of East Coast Counsel (sec. 9.2(f)).
  5.      --   Opinion of Regions Counsel (sec. 9.3(d)).
</TABLE>

                                       A-5
<PAGE>   61

                          AGREEMENT AND PLAN OF MERGER

     THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered
into as of April 21, 2000, by and between EAST COAST BANK CORPORATION ("East
Coast"), a corporation organized and existing under the Laws of the State of
Florida, with its principal office located in Ormond Beach, Florida; 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 East Coast and Regions are of the opinion that
the transactions described herein are in the best interests of the parties to
this Agreement and their respective stockholders. This Agreement provides for
the acquisition of East Coast by Regions pursuant to the merger of East Coast
with and into Regions. At the effective time of the merger, the outstanding
shares of the capital stock of East Coast shall be converted into shares of the
common stock of Regions (except as provided herein). As a result, stockholders
of East Coast shall become stockholders of Regions, and each of the subsidiaries
of East Coast shall continue to conduct its business and operations as a
subsidiary of Regions. The transactions described in this Agreement are subject
to the approvals of the stockholders of East Coast, the Board of Governors of
the Federal Reserve System, and certain state regulatory authorities, and the
satisfaction of certain other conditions described in this Agreement. It is the
intention of the parties to this Agreement that the Merger for federal income
tax purposes shall qualify as a "reorganization" within the meaning of Section
368(a) of the Internal Revenue Code.

     As a condition and inducement to Regions' willingness to enter into this
Agreement, each of East Coast's directors is executing and delivering to Regions
an agreement (a "Support Agreement"), in substantially the form of Exhibit 1.

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

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

                                   ARTICLE 1

                        TRANSACTIONS AND TERMS OF MERGER

     1.1 Merger.  Subject to the terms and conditions of this Agreement, at the
Effective Time, East Coast shall be merged with and into Regions in accordance
with the provisions of Section 607.1107 of the FBCA and Sections 252 and 258 of
the DGCL and with the effect provided in Section 607.1106 of the FBCA and
Section 259 of the DGCL, respectively (the "Merger"). Regions shall be the
Surviving Corporation resulting from 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 respective Boards of Directors of East Coast and Regions.

     1.2 Time and Place of Closing.  The consummation of the Merger (the
"Closing") shall take place at 9:00 A.M. on the date that the Effective Time
occurs (or the

                                       A-6
<PAGE>   62

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 such location as
may be mutually agreed upon by the Parties.

     1.3 Effective Time.  The Merger and the other transactions contemplated by
this Agreement shall become effective on the date and at the time the Florida
Articles of Merger reflecting the Merger shall become effective with the
Secretary of State of the State of Florida and the Delaware Certificate of
Merger reflecting the Merger shall become effective with the Secretary of State
of the State of Delaware (the "Effective Time"). Subject to the terms and
conditions hereof, unless otherwise mutually agreed upon 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 business day of the month in which the
last of the following occurs: (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 East Coast approve the matters relating to
this Agreement required to be approved by such stockholders by applicable Law,
or such later day within 30 days thereof as may be specified by Regions.

     1.4 Execution of Support Agreements.  Immediately prior to the execution of
this Agreement and as a condition hereto, each of the directors of East Coast is
executing and delivering to Regions a Support Agreement.

                                   ARTICLE 2

                                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.

                                       A-7
<PAGE>   63

                                   ARTICLE 3

                          MANNER OF CONVERTING SHARES

     3.1 Conversion of Shares.  Subject to the provisions of this Article 3, at
the Effective Time, by virtue of the Merger and without any action on the part
of Regions or East Coast, or the stockholders of either of the foregoing, 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 East Coast Common Stock (excluding shares held by
     any East Coast Company or any Regions Company, 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 1,750 shares
     of Regions Common Stock (the "Exchange Ratio").

     3.2 Anti-Dilution Provisions.  In the event East Coast changes the number
of shares of East Coast 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 East Coast or Regions.  Each of the shares of East Coast
Common Stock held by any East Coast 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.

     3.4 Dissenting Stockholders.  Any holder of shares of East Coast Common
Stock who perfects such holder's dissenters' rights of appraisal in accordance
with and as contemplated by Sections 607.1302 and 607.1320 of the FBCA shall be
entitled to receive the value of such shares in cash as determined pursuant to
such provision of Law; provided, however, that no such payment shall be made to
any dissenting stockholder unless and until such dissenting stockholder has
complied with the applicable provisions of the FBCA and surrendered to the
Surviving Corporation the certificate or certificates representing the shares
for which payment is being >made. In the event that after the Effective Time a
dissenting stockholder of East Coast fails to perfect, or effectively withdraws
or loses, such holder's right to appraisal and of payment for such holder's
shares, Regions shall issue and deliver the consideration to which such holder
of shares of East Coast Common Stock is entitled under this Article 3 (without
interest) upon surrender by such holder of the certificate or certificates
representing shares of East Coast Common Stock held by such holder. East Coast
will establish an escrow account with an amount sufficient to satisfy the
maximum aggregate payment that may be required to be paid to dissenting
stockholders. Upon satisfaction of all claims of dissenting stockholders,

                                       A-8
<PAGE>   64

the remaining escrowed amount, reduced by payment of the fees and expenses of
the escrow agent, will be returned to East Coast.

     3.5 Fractional Shares.  Notwithstanding any other provision of this
Agreement, each holder of shares of East Coast Common Stock exchanged pursuant
to the Merger 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 a 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. The market value of one share of Regions Common Stock at the
Effective Time shall be the last sale price of Regions Common Stock at the close
of regular trading on the Nasdaq NMS (as reported by The Wall Street Journal or,
if not reported thereby, any other authoritative source selected by Regions) on
the last trading day preceding the Effective Time. No such holder will be
entitled to dividends, voting rights, or any other rights as a stockholder in
respect of any fractional shares.

                                   ARTICLE 4

                               EXCHANGE OF SHARES

     4.1 Exchange Procedures.  Promptly after the Effective Time, Regions and
East Coast shall cause the exchange agent selected by Regions (the "Exchange
Agent") to mail to the former stockholders of East Coast appropriate transmittal
materials (which shall specify that delivery shall be effected, and risk of loss
and title to the certificates theretofore representing shares of East Coast
Common Stock shall pass, only upon proper delivery of such certificates to the
Exchange Agent). After the Effective Time, each holder of shares of East Coast
Common Stock (other than shares to be canceled pursuant to Section 3.3 of this
Agreement or as to which dissenters' rights of appraisal as contemplated by
Section 3.4 of this Agreement have been perfected and not withdrawn or forfeited
under Section 607.1320 of the FBCA) issued and outstanding at the Effective Time
promptly upon surrender the certificate or certificates representing such shares
to the Exchange Agent, shall receive in exchange therefor the consideration
provided in Section 3.1 of this Agreement, together with all undelivered
dividends and other distributions in respect of such shares (without interest
thereon) pursuant to Section 4.2 of this Agreement. To the extent required by
Section 3.5 of this Agreement, each holder of shares of East Coast 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). Until so surrendered, each outstanding certificate
of East Coast Common Stock shall be deemed for all purposes, other than as
provided below with respect to the payment of dividends or other distributions
payable to the holders of shares of Regions Common Stock, to represent the
consideration into which the number of shares of East Coast Common Stock
represented thereby prior to the Effective Time shall have been converted.
Regions shall not be obligated to deliver the consideration to which any former
holder of East Coast Common Stock is entitled as a result of the Merger until
such holder surrenders such holder's certificate or certificates representing
the shares of East Coast Common Stock for exchange as provided in this Section
4.1. The certificate or certificates of East Coast Common Stock so surrendered
shall be duly endorsed as the Exchange Agent may require. Any other provision of
this Agreement notwithstanding, neither the Surviving Corporation, East Coast,
nor the Exchange Agent shall be liable to a

                                       A-9
<PAGE>   65

holder of East Coast 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 East Coast Stockholders.  At the Effective Time, the
stock transfer books of East Coast shall be closed as to holders of East Coast
Common Stock immediately prior to the Effective Time and no transfer of East
Coast 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 East
Coast Common Stock (other than shares to be canceled pursuant to Sections 3.3
and 3.4 of this Agreement) shall from and after the Effective Time represent for
all purposes only the right to receive the consideration provided in Sections
3.1 and 3.5 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 East Coast in respect of such shares of East Coast Common
Stock 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 East Coast 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 East Coast Common Stock are
converted, regardless of whether such holders have exchanged their certificates
representing East Coast 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 East Coast 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 East Coast Common Stock certificate, both the Regions Common
Stock certificate (together with all such undelivered dividends or other
distributions without interest) and any undelivered dividends and cash payments
to be paid for fractional share interests (without interest) shall be delivered
and paid with respect to each share represented by such certificate.

                                   ARTICLE 5

                  REPRESENTATIONS AND WARRANTIES OF EAST COAST

     East Coast hereby represents and warrants to Regions as follows:

     5.1 Organization, Standing, and Power.  East Coast is a corporation duly
organized, validly existing, and in good standing under the Laws of the State of
Florida, and has the corporate power and authority to carry on its business as
now conducted and to own, lease, and operate its Material Assets. East Coast 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 East Coast.

                                      A-10
<PAGE>   66

     5.2 Authority; No Breach By Agreement.  (a) East Coast 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 East Coast, subject to the approval of this Agreement by the holders of
a majority of the shares of East Coast Common Stock entitled to vote thereon,
which is the only stockholder vote required for approval of this Agreement and
consummation of the Merger by East Coast. Subject to such requisite stockholder
approval, this Agreement represents a legal, valid, and binding obligation of
East Coast, enforceable against East Coast in accordance with its terms (except
in all cases as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, receivership, conservatorship, moratorium, or
similar Laws affecting the enforcement of creditors' rights generally and except
that the availability of the equitable remedy of specific performance or
injunctive relief is subject to the discretion of the court before which any
proceeding may be brought).

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

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

     5.3 Capital Stock.  (a) The authorized capital stock of East Coast
consists, as of the date of this Agreement, of 750,000 shares of East Coast
Common Stock, of which 299 shares are issued and outstanding as of the date of
this Agreement and not more than 299 shares will be issued and outstanding at
the Effective Time. All of the issued and outstanding shares of East Coast
Common Stock are duly and validly issued and outstanding and are fully paid and
nonassessable under the FBCA. None of the outstanding shares of East Coast
Common Stock has been issued in violation of any preemptive rights of the
current or past stockholders of East Coast.

     (b) Except as set forth in Section 5.3(a) of this Agreement or Section
5.3(b) of the East Coast Disclosure Memorandum, there are no shares of capital
stock or other equity

                                      A-11
<PAGE>   67

securities of East Coast outstanding and no outstanding Rights relating to the
capital stock of East Coast.

     5.4 East Coast Subsidiaries.  East Coast has disclosed in Section 5.4 of
the East Coast Disclosure Memorandum all of the East Coast Subsidiaries as of
the date of this Agreement. East Coast or one of its Subsidiaries owns all of
the issued and outstanding shares of capital stock of each East Coast
Subsidiary. No equity securities of any East Coast Subsidiary are or may become
required to be issued (other than to another East Coast Company) by reason of
any Rights, and there are no Contracts by which any East Coast Subsidiary is
bound to issue (other than to another East Coast Company) additional shares of
its capital stock or Rights or by which any East Coast Company is or may be
bound to transfer any shares of the capital stock of any East Coast Subsidiary
(other than to another East Coast Company). There are no Contracts relating to
the rights of any East Coast Company to vote or to dispose of any shares of the
capital stock of any East Coast Subsidiary. All of the shares of capital stock
of each East Coast Subsidiary held by an East Coast Company are fully paid and
nonassessable under the applicable corporate or banking Law of the jurisdiction
in which such Subsidiary is incorporated or organized and are owned by the East
Coast Company free and clear of any Lien. Each East Coast Subsidiary is either a
bank or a corporation, and is duly organized, validly existing, and (as to
corporations) in good standing under the Laws of the jurisdiction in which it is
incorporated or organized, and has the corporate power and authority necessary
for it to own, lease, and operate its Assets and to carry on its business as now
conducted. Each East Coast 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 East Coast. Each East Coast Subsidiary that is a depository
institution is an "insured depository 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 Savings Association Insurance
Fund.

     5.5 Financial Statements.  East Coast has disclosed in Section 5.5 of the
East Coast Disclosure Memorandum, and has delivered to Regions copies of, all
East Coast Financial Statements prepared for periods ended prior to the date
hereof and will deliver to Regions copies of all East Coast Financial Statements
prepared subsequent to the date hereof. The East Coast Financial Statements (as
of the dates thereof and for the periods covered thereby) (i) are or, if dated
after the date of this Agreement, will be in accordance with the books and
records of the East Coast Companies, which are or will be, as the case may be,
complete and correct and which have been or will have been, as the case may be,
maintained in accordance with past business practices, and (ii) present or will
present, as the case may be, fairly the consolidated financial position of the
East Coast Companies as of the dates indicated and the consolidated results of
operations, changes in stockholders' equity, and cash flows of the East Coast
Companies for the periods indicated, in accordance with GAAP (subject to any
exceptions as to consistency specified therein or as may be indicated in the
notes thereto or, in the case of interim financial statements, to normal
recurring year-end adjustments which were not or are not expected to be Material
in amount or effect).

     5.6 Absence of Undisclosed Liabilities.  No East Coast Company has any
Liabilities that are reasonably likely to have, individually or in the
aggregate, a Material Adverse

                                      A-12
<PAGE>   68

Effect on East Coast, except Liabilities which are accrued or reserved against
in the consolidated balance sheets of East Coast, included in the East Coast
Financial Statements or reflected in the notes thereto and except for
Liabilities incurred in the ordinary course of business subsequent to September
30, 1999. No East Coast Company has incurred or paid any Liability since
September 30, 1999, except for such Liabilities incurred or paid in the ordinary
course of business consistent with past business practices and which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on East Coast, and except for the fees and expenses relating to the
Merger as described in Article 11 hereof.

     5.7 Absence of Certain Changes or Events.  Since September 30, 1999, except
as disclosed in the East Coast Financial Statements delivered prior to the date
of the Agreement or as otherwise disclosed in the East Coast 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 East Coast, and (ii) the East Coast 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 East Coast provided in Article 7 of this Agreement,
other than conducting the process that has led up to the execution and
consummation of this Agreement.

     5.8 Tax Matters.  (a) Since December 31, 1992, all Tax Returns required to
be filed by or on behalf of any of the East Coast Companies have been timely
filed, or requests for extensions have been timely filed, granted, and have not
expired for periods ended on or before December 31, 1998, and, to the Knowledge
of East Coast, all Tax Returns filed are complete and accurate in all Material
respects. All Tax Returns for periods ending on or before the date of the most
recent fiscal year end immediately preceding the Effective Time will be timely
filed or requests for extensions will be timely filed. All Taxes shown on filed
Tax 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 East Coast, except to the extent reserved against in the East
Coast 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 East Coast 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
East Coast Companies for the period or periods through and including the date of
the respective East Coast Financial Statements has been made and is reflected on
such East Coast Financial Statements.

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

                                      A-13
<PAGE>   69

     (e) None of the East Coast 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, except
as set forth in Section 5.8(e) of the East Coast Disclosure Memorandum; provided
that none of the contracts disclosed therein contains any "gross up" provision.

     (f) There are no Material Liens with respect to Taxes upon any of the
Assets of the East Coast Companies.

     (g) There has not been an ownership change, as defined in Internal Revenue
Code Section 382(g), of the East Coast Companies that occurred during or after
any Taxable Period in which the East Coast Companies incurred a net operating
loss that carries over to any Taxable Period ending after December 31, 1998.

     (h) No East Coast Company has filed any consent under Section 341(f) of the
Internal Revenue Code concerning collapsible corporations.

     (i) After the date of this Agreement, no Material election with respect to
Taxes will be made without the prior consent of Regions, which consent will not
be unreasonably withheld.

     (j) No East Coast 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.  The East Coast Companies have good and marketable title, free
and clear of all Liens, to all of their respective Assets other than such
defects and liens which are not reasonably likely to have a Material Adverse
Effect on the East Coast Companies. All tangible properties used in the
businesses of the East Coast Companies are in good condition, reasonable wear
and tear excepted, and are usable in the ordinary course of business consistent
with East Coast's past practices. All Assets which are Material to East Coast's
business on a consolidated basis, held under leases or subleases by any of the
East Coast 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 equitable remedy of specific performance or 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. The East
Coast Companies currently maintain insurance in amounts, scope and coverage
reasonably necessary for their operations. None of the East Coast Companies has
received notice from any insurance carrier that (i) such insurance will be
canceled or that coverage thereunder will be reduced or eliminated, or (ii)
premium costs with respect to such policies of insurance will be substantially
increased. There are presently no claims pending under such policies of
insurance and no notices have been given by any East Coast Company under such
policies. The Assets of the East Coast Companies include all Material Assets
required to operate the business of the East Coast Companies as presently
conducted.

     5.10 Environmental Matters.  (a) Each East Coast Company, its Participation
Facilities, and its Loan Properties are, and have been, in compliance with all
Environmental Laws, except those instances of non-compliance which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on East Coast.

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<PAGE>   70

     (b) There is no Litigation pending or, to the Knowledge of East Coast,
threatened before any court, governmental agency, or authority, or other forum
in which any East Coast Company or any of its Participation Facilities has been
or, with respect to threatened Litigation, may reasonably be expected to 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, whether or not occurring at, on, under,
or involving a site owned, leased, or operated by any East Coast 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 East Coast.

     (c) There is no Litigation pending, or to the Knowledge of East Coast,
threatened before any court, governmental agency, or board, or other forum in
which any of its Loan Properties (or East Coast in respect of such Loan
Property) has been or, with respect to threatened Litigation, may reasonably be
expected to be named as a defendant or potentially responsible party (i) for
alleged noncompliance (including by any predecessor) with any Environmental Law
or (ii) relating to the release into the environment of any Hazardous Material,
whether or not occurring at, on, under, or involving a 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 East Coast.

     (d) To the Knowledge of East Coast, 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 East Coast.

     (e) To the Knowledge of East Coast, during the period of (i) any East Coast
Company's ownership or operation of any of their respective current properties,
(ii) any East Coast Company's participation in the management of any
Participation Facility, or (iii) any East Coast Company's holding of a security
interest in a Loan Property, there have been no releases of Hazardous Material
in, on, under, or affecting (or potentially affecting) such properties, except
such as are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on East Coast. Prior to the period of (i) any East Coast
Company's ownership or operation of any of their respective current properties,
(ii) any East Coast Company's participation in the management of any
Participation Facility, or (iii) any East Coast Company's holding of a security
interest in a Loan Property, to the Knowledge of East Coast, there were no
releases of Hazardous Material 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
East Coast.

     5.11 Compliance with Laws.   East Coast is duly registered as a bank
holding company under the BHC Act. Each East Coast Company has in effect all
Permits necessary for it to own, lease, or operate its Material Assets and to
carry on its business as now conducted, except for those Permits the absence of
which are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on East Coast, 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 East Coast. None
of the East Coast 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

                                      A-15
<PAGE>   71

     likely to have, individually or in the aggregate, a Material Adverse Effect
     on East Coast; 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 East Coast Company is
     not in compliance with any of the Laws or Orders which such governmental
     authority or Regulatory Authority enforces, where such noncompliance is
     reasonably likely to have, individually or in the aggregate, a Material
     Adverse Effect on East Coast, (ii) threatening to revoke any Permits, the
     revocation of which is reasonably likely to have, individually or in the
     aggregate, a Material Adverse Effect on East Coast, or (iii) requiring any
     East Coast 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 Material
     manner relates to its capital adequacy, its credit or reserve policies, its
     management, or the payment of dividends.

     5.12 Labor Relations.  No East Coast Company is the subject of any
Litigation asserting that it or any other East Coast 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 East Coast Company to
bargain with any labor organization as to wages or conditions of employment, nor
is any East Coast 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
East Coast Company, pending or, to the Knowledge of East Coast, threatened, or
to the Knowledge of East Coast, is there any activity involving any East Coast
Company's employees seeking to certify a collective bargaining unit or engaging
in any other organization activity.

     5.13 Employee Benefit Plans.  (a) East Coast has disclosed to Regions in
writing prior to the execution of the Agreement and in Section 5.13 of the East
Coast 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 Material East Coast Benefit Plans. For purposes of this Agreement,
"East Coast Benefit Plans" means all written pension, retirement,
profit-sharing, deferred compensation, stock option, employee stock ownership,
severance pay, vacation, bonus, or other incentive plan, all other written
employee programs or agreements, all medical, vision, dental, or other written
health plans, all life insurance plans, and all other written employee benefit
plans or fringe benefit plans, including written "employee benefit plans" as
that term is defined in Section 3(3) of ERISA maintained by, sponsored in whole
or in part by, or contributed to by, any East Coast 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. Any of the East Coast 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 an "East Coast ERISA Plan." Any East Coast 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 an
"East Coast Pension Plan." Neither East Coast nor any East Coast Company has 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)).
Each

                                      A-16
<PAGE>   72

"employee pension benefit plan," as defined in Section 3(2) of ERISA, ever
maintained by any East Coast Company, that was intended to qualify under Section
401(a) of the Internal Revenue Code is disclosed as such in Section 5.13 of the
East Coast Disclosure Memorandum.

     (b) East Coast 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 East
Coast Benefit Plans (including insurance contracts), and all amendments thereto,
(ii) with respect to any such East Coast Benefit Plans or amendments, all
determination letters, Material rulings, Material opinion letters, Material
information letters, or Material advisory opinions issued by the Internal
Revenue Service, the United States Department of Labor, or the Pension Benefit
Guaranty Corporation after December 31, 1994, (iii) annual reports or returns,
audited or unaudited financial statements, actuarial valuations and reports, and
summary annual reports prepared for any East Coast Benefit Plan with respect to
the most recent plan year and (iv) the most recent summary plan descriptions and
any Material modifications thereto.

     (c) All East Coast 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 is reasonably likely to have, individually or in
the aggregate, a Material Adverse Effect on East Coast. Each East Coast 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 East Coast is not aware of any circumstances likely to
result in revocation of any such favorable determination letter. Each trust
created under any East Coast ERISA Plan has been determined to be exempt from
Tax under Section 501(a) of the Internal Revenue Code and East Coast is not
aware of any circumstance which will or could reasonably result in revocation of
such exemption. With respect to each East Coast Benefit Plan to the Knowledge of
East Coast, no event has occurred which will or could reasonably 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 that is reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect on East
Coast. There is no Material pending or, to the Knowledge of East Coast,
threatened Litigation relating to any East Coast ERISA Plan.

     (d) No East Coast Company has engaged in a transaction with respect to any
East Coast Benefit Plan that, assuming the Taxable Period of such transaction
expired as of the date of this Agreement, would subject any East Coast Company
to a Material 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 East
Coast. Neither East Coast nor, any administrator or fiduciary of any East Coast
Benefit Plan (or any agent of any of the foregoing) has engaged in any
transaction, or acted or failed to act in any manner which could subject East
Coast to any direct or indirect Liability (by indemnity or otherwise) for breach
of any fiduciary, co-fiduciary, or other duty under ERISA, where such Liability,
individually or in the aggregate, is reasonably likely to have a Material
Adverse Effect on East Coast. No oral or written representation or communication
with respect to any aspect of the East Coast Benefit Plans has been made to
employees of any East Coast Company which is not in accordance with the written
or otherwise preexisting terms and provisions of such plans, where any Liability
with respect to such representation or disclosure is reasonably likely to have a
Material Adverse Effect on East Coast.

                                      A-17
<PAGE>   73

     (e) No East Coast 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 or
funded status of any East Coast Pension Plan, (ii) no change in the actuarial
assumptions with respect to any East Coast Pension Plan, and (iii) no increase
in benefits under any East Coast Pension Plan as a result of plan amendments or
changes in applicable Law, any of which is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on East Coast.
Neither any East Coast Pension Plan nor any "single-employer plan," within the
meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained by any
East Coast Company, or the single-employer plan of any entity which is
considered one employer with East Coast under Section 4001 of ERISA or Section
414 of the Internal Revenue Code or Section 302 of ERISA (whether or not waived)
(an "East Coast ERISA Affiliate") has an "accumulated funding deficiency" within
the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA.
All contributions with respect to an East Coast Pension Plan or any single-
employer plan of an East Coast ERISA Affiliate have or will be timely made and
there is no lien or expected to be a lien under Internal Revenue Code Section
412(n) or ERISA Section 302(f) or Tax under Internal Revenue Code Section 4971.
No East Coast Company has provided, or is required to provide, security to an
East Coast Pension Plan or to any single-employer plan of an East Coast ERISA
Affiliate pursuant to Section 401(a)(29) of the Internal Revenue Code. All
premiums required to be paid under ERISA Section 4006 have been timely paid by
East Coast, except to the extent any failure would not have a Material Adverse
Effect on East Coast.

     (f) No Liability under Title IV of ERISA has been or is expected to be
incurred by any East Coast Company with respect to any defined benefit plan
currently or formerly maintained by any of them or by any East Coast ERISA
Affiliate that has not been satisfied in full (other than Liability for Pension
Benefit Guaranty Corporation premiums, which have been paid when due, except to
the extent any failure would not have a Material Adverse Effect on East Coast).

     (g) No East Coast Company has any obligations for retiree health and
retiree life benefits under any of the East Coast Benefit Plans other than with
respect to benefit coverage mandated by applicable Law, except as set forth in
Section 5.13(g) of the East Coast Disclosure Memorandum.

     (h) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will, by themselves, (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 East Coast Company from any East Coast Company under any
East Coast Benefit Plan or otherwise, (ii) increase any benefits otherwise
payable under any East Coast Benefit Plan, or (iii) result in any acceleration
of the time of payment or vesting of any such benefit, except as set forth in
Section 5.13(h) of the East Coast Disclosure Memorandum.

     5.14 Material Contracts.  Except as set forth in Section 5.14 of the East
Coast Disclosure Memorandum, none of the East Coast 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

                                      A-18
<PAGE>   74

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
East Coast Company or the guarantee by any East Coast Company of any such
obligation (other than Contracts evidencing deposit liabilities, purchases of
federal funds, fully-secured repurchase agreements, and Federal Home Loan Bank
advances of depository institution Subsidiaries, trade payables, and Contracts
relating to borrowings or guarantees made in the ordinary course of business),
and (iii) any other Contract or amendment thereto that would be required to be
filed as an exhibit to a Form 10-KSB filed by East Coast with the SEC as of the
date of this Agreement, if East Coast were so required to file a Form 10-KSB
(together with all Contracts referred to in Sections 5.9 and 5.13(a) of this
Agreement, the "East Coast Contracts"). With respect to each East Coast
Contract: (i) the Contract is in full force and effect; (ii) no East Coast
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
East Coast; (iii) no East Coast 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 East Coast, 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 East Coast, or has repudiated or waived any Material
provision thereunder. Except for Federal Home Loan Bank advances, all of the
indebtedness of any East Coast Company for money borrowed is prepayable at any
time by such East Coast Company without penalty or premium.

     5.15 Legal Proceedings.  (a) There is no Litigation instituted or pending,
or, to the Knowledge of East Coast, threatened against any East Coast 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
East Coast, nor are there any Orders of any Regulatory Authorities, other
governmental authorities, or arbitrators outstanding against any East Coast
Company, that are reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on East Coast.

     (b) Section 5.15(b) of the East Coast Disclosure Memorandum includes a
summary report of all Litigation as of the date of this Agreement to which any
East Coast Company is a party and which names an East Coast Company as a
defendant or cross-defendant.

     5.16 Reports.  Since December 31, 1996, or the date of organization if
later, each East Coast Company has timely filed all reports and statements,
together with any amendments required to be made with respect thereto, that it
was required to file with any Regulatory Authorities, except failures to file
which are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on East Coast. As of their respective dates, each of
such reports and documents, including the financial statements, exhibits, and
schedules thereto, complied in all Material respects with all applicable Laws.

     5.17 Statements True and Correct.  None of the information supplied or to
be supplied by any East Coast Company or any Affiliate thereof regarding East
Coast or such Affiliate 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, in light of the
circumstances under which they were made, not misleading. None of the
information supplied or to be supplied by any East Coast Company or any
Affiliate thereof for inclusion in the Proxy Statement to be mailed to East
Coast's stockholders in connection with the Stockholders' Meeting will, when
first mailed

                                      A-19
<PAGE>   75

to the stockholders of East Coast, 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 East Coast 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.

     5.18 Tax and Regulatory Matters.  Except as specifically contemplated by
this Agreement, no East Coast Company or any Affiliate thereof has taken or
agreed to take any action, and East Coast has no Knowledge of any fact or
circumstance that is reasonably likely to (i) prevent the transactions
contemplated hereby, including the Merger, from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code, or (ii)
materially impede or delay receipt of any Consents of Regulatory Authorities
referred to in Section 9.1(b) of this Agreement. To the Knowledge of East Coast
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 last
sentence of such Section 9.1(b).

     5.19 State Takeover Laws.  Each East Coast 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 Florida
(collectively, "Takeover Laws") including Sections 607.0901 and 607.0902 of the
FBCA.

     5.20 Charter Provisions.  Each East Coast 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 under the Articles of Incorporation,
Bylaws, or other governing instruments of any East Coast 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 East
Coast Company that may be directly or indirectly acquired or controlled by it.

     5.21 Support Agreements.  Each of the directors of East Coast has executed
and delivered to Regions a Support Agreement in substantially the form attached
as Exhibit 1 to this Agreement.

     5.22 Derivatives.  All interest rate swaps, caps, floors, option
agreements, futures and forward contracts, and other similar risk management
arrangements, whether entered into for East Coast's own account, or for the
account of one or more the East Coast Subsidiaries or their customers, were
entered into (i) in accordance with prudent business practices and all
applicable Laws, and (ii) with counterparties believed to be financially
responsible.

                                      A-20
<PAGE>   76

                                   ARTICLE 6

                   REPRESENTATIONS AND WARRANTIES OF REGIONS

     Regions hereby represents and warrants to East Coast 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 Material 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 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, receivership, conservatorship,
moratorium, or similar Laws affecting the enforcement of creditors' rights
generally and except that the availability of the equitable remedy of specific
performance or injunctive relief is subject to the discretion of the court
before which any proceeding may be brought).

     (b) Neither the execution and delivery of this Agreement by 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, (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, where such Default
or Lien, or any failure to obtain such Consent, is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Regions, or (iii)
subject to receipt of the requisite Consents 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 Material Assets.

     (c) Other than in connection or compliance with the provisions of the
Securities Laws, applicable state corporate and securities Laws, and rules of
the 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,
or under the HSR Act, and other than Consents, filings, or notifications which,
if not obtained or made, are not reasonably likely to have, individually or in
the aggregate, a Material Adverse Effect on 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 500,000,000 shares of Regions Common Stock, of
which 220,635,661

                                      A-21
<PAGE>   77

shares were issued and outstanding as of December 31, 1999. 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 East Coast 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 East Coast 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 Regions Subsidiaries.  Regions or one of its Subsidiaries owns all of
the issued and outstanding shares of capital stock of each Regions Subsidiary.
No equity securities of any Regions Subsidiary are or may become required to be
issued (other than to another Regions Company) by reason of any Rights, and
there are no Contracts by which any Regions Subsidiary is bound to issue (other
than to another Regions Company) additional shares of its capital stock or
Rights or by which any Regions Company is or may be bound to transfer any shares
of the capital stock of any Regions Subsidiary (other than to another Regions
Company). There are no Contracts relating to the rights of any Regions Company
to vote or to dispose of any shares of the capital stock of any Regions
Subsidiary. All of the shares of capital stock of each Regions Subsidiary held
by a Regions Company are fully paid and, except as provided in statutes pursuant
to which depository institution Subsidiaries are organized, nonassessable under
the applicable corporate or banking Law of the jurisdiction in which such
Subsidiary is incorporated or organized and are owned by the Regions Company
free and clear of any Lien. Each Regions Subsidiary is either a bank or a
corporation, and is duly organized, validly existing, and (as to corporations)
in good standing under the Laws of the jurisdiction in which it is incorporated
or organized, and has the corporate power and authority necessary for it to own,
lease, and operate its Assets and to carry on its business as now conducted.
Each Regions 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 Regions. Each Regions Subsidiary that is a depository institution is
an "insured depository 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 Savings Association Insurance Fund.

     6.5 SEC Filings; Financial Statements.  (a) Regions has filed and made
available to East Coast all forms, reports, and documents required to be filed
by Regions with the SEC since January 1 of the second fiscal year preceding the
date of this Agreement (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. Except for Regions Subsidiaries that are
registered as a broker, dealer, or investment advisor or filings required due to
fiduciary holdings of the Regions

                                      A-22
<PAGE>   78

Subsidiaries, none of Regions Subsidiaries is required to file any forms,
reports, or other documents with the SEC.

     (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 or effect.

     6.6 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, 1999, included in the Regions Financial Statements or reflected in
the notes thereto and except for Liabilities incurred in the ordinary course of
business subsequent to September 30, 1999. No Regions Company has incurred or
paid any Liability since September 30, 1999, 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 Regions.

     6.7 Absence of Certain Changes or Events.  Since September 30, 1999, except
as disclosed in the Regions Financial Statements delivered prior to the date of
this Agreement, (i) there have been no events, changes or occurrences which have
had, or are reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Regions, and (ii) the Regions Companies have
conducted their respective businesses in the ordinary and usual course
(excluding the incurrence of expenses in connection with this Agreement and the
transactions contemplated hereby).

     6.8 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 Material 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

                                      A-23
<PAGE>   79

     staff thereof (i) asserting that any Regions Company is not in compliance
     with any of the Laws or Orders which such governmental authority or
     Regulatory Authority enforces, where such noncompliance is reasonably
     likely to have, individually or in the aggregate, a Material Adverse Effect
     on Regions, (ii) threatening to revoke any Permits, the revocation of which
     is 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 credit or reserve policies, its management, or the
     payment of dividends.

     6.9 Legal Proceedings.  There is no Litigation instituted or pending, or,
to the Knowledge of Regions, threatened against any Regions Company, or against
any Asset, employee benefit plan, 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.

     6.10 Reports.  Since December 31, 1996, or the date of organization if
later, each Regions Company has timely filed all reports and statements,
together with any amendments required to be made with respect thereto, that it
was required to file with any Regulatory Authorities, except failures to file
which are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Regions. As of their respective dates, each of such
reports and documents, including the financial statements, exhibits, and
schedules thereto, complied in all Material respects with all applicable Laws.

     6.11 Statements True and Correct.  None of the information supplied or to
be supplied by any Regions Company or any Affiliate thereof regarding Regions or
such Affiliate 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 East
Coast's stockholders in connection with the Stockholders' Meeting, will, when
first mailed to the stockholders of East Coast, 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 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.

     6.12 Tax and Regulatory Matters.  No Regions Company or any Affiliate
thereof has taken or agreed to take any action, and Regions has no Knowledge of
any fact or

                                      A-24
<PAGE>   80

circumstance that is reasonably likely to (i) prevent the transactions
contemplated hereby, including the Merger, from qualifying as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code, or (ii)
materially impede or delay receipt of any Consents of Regulatory Authorities
referred to in Section 9.1(b) of this Agreement or result in the imposition of a
condition or restriction of the type referred to in the last sentence of such
Section or otherwise prevent consummation of the transactions contemplated
hereby or delay the Effective Time beyond the date set forth in Section 10.1(e)
of this Agreement.

     6.13 Derivatives.  All interest rate swaps, caps, floors, option
agreements, futures and forward contracts, and other similar risk management
arrangements, whether entered into for Regions' own account, or for the account
of one or more the Regions Subsidiaries or their customers, were entered into
(i) in accordance with prudent business practices and all applicable Laws, and
(ii) with counterparties believed to be financially responsible.

                                   ARTICLE 7

                    CONDUCT OF BUSINESS PENDING CONSUMMATION

     7.1 Affirmative 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 organization and Assets and
maintain its rights and franchises, (iii) use its reasonable efforts to maintain
its current employee relationships, and (iv) take no action which would (a)
adversely affect the ability of any Party to obtain any Consents required for
the transactions contemplated hereby without imposition of a condition or
restriction of the type referred to in the last sentence of Section 9.1(b) of
this Agreement, or (b) adversely affect the ability of any Party to perform its
covenants and agreements under this Agreement; 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 Negative Covenants of East Coast.  From the date of this Agreement
until the earlier of the Effective Time or the termination of this Agreement,
East Coast 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 Regions, which consent shall not
be unreasonably withheld:

          (a) amend the Articles of Incorporation, Bylaws, or other governing
     instruments of any East Coast Company, or

          (b) incur, guarantee, or otherwise become responsible for, any
     additional debt obligation or other obligation for borrowed money (other
     than indebtedness of an East Coast Company to another East Coast Company)
     in excess of an aggregate of $100,000 (for the East Coast Companies on a
     consolidated basis), except in the ordinary course of the business
     consistent with past practices (which shall include, for East Coast
     Subsidiaries that are depository institutions, creation of deposit
     liabilities, purchases of federal funds, advances from the Federal Reserve
     Bank or Federal Home Loan Bank, and entry into repurchase agreements fully
     secured by U.S. government

                                      A-25
<PAGE>   81

     or agency securities), or impose, or suffer the imposition, on any Asset of
     any East Coast Company of any Lien or permit any such Lien to exist (other
     than in connection with deposits, repurchase agreements, bankers
     acceptances, "treasury tax and loan" accounts established in the ordinary
     course of business, the satisfaction of legal requirements in the exercise
     of trust powers, and Liens in effect as of the date hereof that are
     disclosed in the East Coast Disclosure Memorandum); 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 East Coast Company, or declare or pay any dividend
     or make any other distribution in respect of East Coast's capital stock; or

          (d) except for this Agreement or pursuant to the exercise of Rights
     outstanding as of the date of this Agreement and pursuant to the terms
     thereof in existence on the date of this 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 East Coast Common Stock any
     other capital stock of any East Coast 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
     East Coast Company or issue or authorize the issuance of any other
     securities in respect of or in substitution for shares of East Coast Common
     Stock, or sell, lease, mortgage, or otherwise dispose of or otherwise
     encumber (i) any shares of capital stock of any East Coast Subsidiary
     (unless any such shares of stock are sold or otherwise transferred to
     another East Coast Company) or (ii) any Asset other than in the ordinary
     course of business for reasonable and adequate consideration and other than
     dispositions in the ordinary course of business of (i) investment
     securities, (ii) loans, including dispositions thereof through loan
     participation agreements, and (iii) other real estate owned by any East
     Coast Company; or

          (f) except for purchases of U.S. Treasury securities or U.S.
     Government agency securities, which in either case have maturities of three
     years or less, purchase any securities or make any Material investment,
     either by purchase of stock or securities, contributions to capital, Asset
     transfers, or purchase of any Assets, in any Person other than a
     wholly-owned East Coast Subsidiary, or otherwise acquire direct or indirect
     control over any Person, other than in connection with (i) foreclosures in
     the ordinary course of business, (ii) acquisitions of control by a
     depository institution Subsidiary in its fiduciary capacity, or (iii) the
     creation of new wholly-owned Subsidiaries organized to conduct or continue
     activities otherwise permitted by this Agreement; or

          (g) grant any increase in compensation or benefits to the employees or
     officers of any East Coast Company, except as required by Law, pay any
     severance or termination pay or any bonus other than pursuant to written
     policies or written Contracts in effect on the date of this Agreement;
     enter into or amend any severance agreements with officers of any East
     Coast Company; grant any increase in fees or other increases in
     compensation or other benefits; or

                                      A-26
<PAGE>   82

          (h) enter into or amend any employment Contract between any East Coast
     Company and any Person (unless such amendment is required by Law) that the
     East Coast Company does not have the unconditional right to terminate
     without Liability (other than Liability for services already rendered and
     in accordance with the East Coast Benefit Plans), at any time on or after
     the Effective Time; or

          (i) adopt any new employee benefit plan of any East Coast Company or
     make any Material change in or to any existing employee benefit plans of
     any East Coast 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 Tax or accounting methods or
     systems of internal accounting controls, except as may be appropriate to
     conform to changes in Tax Laws or regulatory accounting requirements or
     GAAP; or

          (k) commence any Litigation other than as necessary for the prudent
     operation of its business or settle any Litigation involving any Liability
     of any East Coast Company for Material money damages or restrictions upon
     the operations of any East Coast Company; or

          (l) except in the ordinary course of business, modify, amend, or
     terminate any Material Contract or waive, release, compromise, or assign
     any Material rights or claims.

     7.3 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) would 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.

     7.4 Reports.  Each Party and its Subsidiaries shall file all reports
required to be filed by it with Regulatory Authorities between the date of this
Agreement and the Effective Time and shall deliver to the other Party copies of
all such reports promptly after the same are filed. If financial statements are
contained in any such reports filed with the SEC, such financial statements will
fairly present the consolidated financial position of the entity filing such
statements as of the dates indicated and the consolidated results of operations,
changes in 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 another Regulatory Authority shall be prepared in
accordance with Laws applicable to such reports.

                                      A-27
<PAGE>   83

                                   ARTICLE 8

                             Additional Agreements

     8.1 Registration Statement; Proxy Statement; Stockholder Approval.  As soon
as reasonably practicable after execution of this Agreement, Regions shall file
the Registration Statement with the SEC, and shall use its reasonable efforts to
cause the Registration Statement to become effective under the 1933 Act and take
any action required to be taken under the applicable state Blue Sky or
securities Laws in connection with the issuance of the shares of Regions Common
Stock upon consummation of the Merger. East Coast shall furnish all information
concerning it and the holders of its capital stock as Regions may reasonably
request for inclusion in the Registration Statement. East Coast shall call a
Stockholders' Meeting, to be held as soon as reasonably practicable after the
Registration Statement is declared effective by the SEC, for the purpose of
voting upon approval of this Agreement and such other related matters as it
deems appropriate. In connection with the Stockholders' Meeting, (i) East Coast
shall prepare and file with the SEC a Proxy Statement and mail such Proxy
Statement to 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 East Coast shall recommend
to its stockholders the approval of the matters submitted for approval, and (iv)
the Board of Directors and officers of East Coast shall use their reasonable
efforts to obtain such stockholders' approval, provided that East Coast may
withdraw, modify, or change in an adverse manner to Regions its recommendations
if the Board of Directors of East Coast, after having consulted with and based
upon the advice of outside counsel, determines in good faith that the failure to
so withdraw, modify, or change its recommendation could reasonably constitute a
breach of the fiduciary duties of East Coast's Board of Directors under
applicable Law. In addition, nothing in this Section 8.1 or elsewhere in this
Agreement shall prohibit accurate disclosure by East Coast of information that
is required to be disclosed in the Registration Statement or the Proxy Statement
or in any other document required to be filed with the SEC (including, without
limitation, a Solicitation/Recommendation Statement on Schedule 14D-9) or
otherwise required to be publicly disclosed by applicable Law or regulations or
rules of the NASD.

     8.2 Exchange Listing.  Regions shall use its reasonable efforts to ensure
that Regions Common Stock is quoted on the Nasdaq NMS.

     8.3 Applications.  Regions shall promptly prepare and file, and East Coast
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
will promptly furnish to East Coast copies of applications filed with all
Regulatory Authorities and copies of written communications received by Regions
from any Regulatory Authorities with respect to the transactions contemplated
hereby.

     8.4 Filings with State Offices.  Upon the terms and subject to the
conditions of this Agreement, Regions shall execute and file the Delaware
Certificate of Merger with the Secretary of State of the State of Delaware and
the Florida Articles of Merger with the Secretary of State of the State of
Florida in connection with the Closing.

     8.5 Agreement as to Efforts to Consummate.  Subject to the terms and
conditions of this Agreement, each Party agrees to use, and to cause its
Subsidiaries to use, its

                                      A-28
<PAGE>   84

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 reasonably 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 referred to in
Article 9 of this Agreement; provided, that nothing herein shall preclude either
Party from exercising its rights under this Agreement. Each Party shall use, and
shall cause each of its Subsidiaries to use, its reasonable efforts to obtain
all Consents necessary or desirable for the consummation of the transactions
contemplated by this Agreement.

     8.6 Investigation and Confidentiality.  (a) Prior to the Effective Time,
each Party shall keep the other Party advised of all Material developments
relevant to its business and to consummation of the Merger and shall permit the
other Party to make or cause to be made such investigation of the business and
properties of it and its Subsidiaries and of their respective financial and
legal conditions as the other Party reasonably requests, provided that such
investigation shall be reasonably related to the transactions contemplated
hereby and shall not interfere unnecessarily with normal operations. 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 or certify the destruction of all documents and copies thereof, and all
work papers containing confidential information received from the other Party.

     (c) Each Party agrees to give the other Party notice as soon as practicable
after any determination by it of any fact or occurrence relating to the other
Party which it has discovered through the course of its investigation and which
represents, or is reasonably likely to represent, either a Material breach of
any representation, warranty, covenant, or agreement of the other Party or which
has had or is reasonably likely to have a Material Adverse Effect on the other
Party; provided, however, that the giving of such notice shall not be
dispositive of the occurrence of such breach or a Material Adverse Effect.

     (d) Neither Party nor any of their respective Subsidiaries shall be
required to provide access to or to disclose information where such access or
disclosure would violate or prejudice the rights of its customers, jeopardize
the attorney-client or similar privilege with respect to such information or
contravene any Law, rule, regulation, Order, judgment, decree, fiduciary duty,
or agreement entered into prior to the date of this Agreement. The Parties will
use their reasonable efforts to make appropriate substitute disclosure
arrangements, to the extent practicable, in circumstances in which the
restrictions of the preceding sentence apply.

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

                                      A-29
<PAGE>   85

     8.8 Certain Actions.  Except with respect to this Agreement and the
transactions contemplated hereby, no East Coast Company nor any Affiliate
thereof nor any Representative thereof retained by any East Coast Company shall,
directly or indirectly, initiate, solicit, encourage or knowingly facilitate
(including by way of furnishing information) any inquiries or the making of any
Acquisition Proposal. Notwithstanding anything herein to the contrary, East
Coast and its Board of Directors shall be permitted (i) to the extent
applicable, to comply with Rule 14d-9 and Rule 14e-2 promulgated under the 1934
Act with regard to an Acquisition Proposal, (ii) to engage in any discussions or
negotiations with, or provide any information to, any Person in response to an
unsolicited bona fide written Acquisition Proposal by any such Person, if and
only to the extent that (a) East Coast's Board of Directors concludes in good
faith and consistent with its fiduciary duties to East Coast's stockholders
under applicable Law that such Acquisition Proposal could reasonably be expected
to result in a Superior Proposal, (b) prior to providing any information or data
to any Person in connection with an Acquisition Proposal by any such Person,
East Coast's Board of Directors receives from such Person an executed
confidentiality agreement containing confidentiality terms at least as stringent
as those contained in the Confidentiality Agreement, and (c) prior to providing
any information or data to any Person or entering into discussions or
negotiations with any Person, East Coast's Board of Directors notifies Regions
promptly of such inquiries, proposals, or offers received by, any such
information requested from, or any such discussions or negotiations sought to be
initiated or continued with, any of its Representatives indicating, in
connection with such notice, the name of such Person and the material terms and
conditions of any inquiries, proposals or offers. East Coast agrees that it will
promptly keep Regions informed of the status and terms of any such proposals or
offers and the status and terms of any such discussions or negotiations. East
Coast agrees that it will, and will cause its officers, directors and
Representatives to, immediately cease and cause to be terminated any activities,
discussions, or negotiations existing as of the date of this Agreement with any
parties conducted heretofore with respect to any Acquisition Proposal. East
Coast agrees that it will use reasonable best efforts to promptly inform its
directors, officers, key employees, agents, and Representatives of the
obligations undertaken in this Section 8.8. Nothing in this Section 8.8 shall
(i) permit East Coast to terminate this Agreement (except as specifically
provided in Article 10) or (ii) affect any other obligation of Regions or East
Coast under this Agreement.

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

     8.10 State Takeover Laws.  Each East Coast 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.

     8.11 Charter Provisions.  Each East Coast 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 East Coast 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 East Coast Company that may be directly or indirectly acquired or controlled
by it.

                                      A-30
<PAGE>   86

     8.12 Agreement of Affiliates.  East Coast has disclosed in Section 8.12 of
the East Coast Disclosure Memorandum each Person whom it reasonably believes may
be deemed an "affiliate" of East Coast for purposes of Rule 145 under the 1933
Act. East Coast 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, in substantially the form of Exhibit 2, providing that such Person
will not sell, pledge, transfer, or otherwise dispose of the shares of East
Coast 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. Shares of Regions Common
Stock issued to such affiliates of East Coast in exchange for shares of East
Coast Common Stock shall not be transferable, regardless of whether each such
affiliate has provided the written agreement referred to in this Section 8.12
(and Regions shall be entitled to place restrictive legends upon certificates
for shares of Regions Common Stock issued to affiliates of East Coast pursuant
to this Agreement to enforce the provisions of this Section 8.12), except as
provided herein. 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.

     8.13. Employee Benefits and Contracts.  Following the Effective Time,
Regions shall provide generally to officers and employees of the East Coast
Companies, who at or after the Effective Time become employees of a Regions
Company ("Continuing Employees"), 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 8.13), 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 East Coast shall be treated as service under Regions'
qualified defined benefit plans, (ii) service under any qualified defined
contribution plans of East Coast shall be treated as service under Regions'
qualified defined contribution plans, and (iii) service under any other employee
benefit plans of East Coast shall be treated as service under any similar
employee benefit plans maintained by Regions. Regions shall cause the Regions
welfare benefit plans that cover the Continuing Employees after the Effective
Time to (i) waive any waiting period and restrictions and limitations for
preexisting conditions or insurability, and (ii) cause any deductible,
co-insurance, or maximum out-of-pocket payments made by the Continuing Employees
under East Coast's welfare benefit plans to be credited to such Continuing
Employees under the Regions welfare benefit plans, so as to reduce the amount of
any deductible, co-insurance, or maximum out-of-pocket payments payable by the
Continuing Employees under the Regions welfare benefit plans. The continued
coverage of the Continuing Employees under the employee benefits plans
maintained by East Coast and/or any East Coast Subsidiary immediately prior to
the Effective Time during a transition period shall be deemed to provide the
Continuing Employees with benefits that are no less favorable than those offered
to other employees of Regions and its Subsidiaries, provided that after the
Effective Time there is no Material reduction (determined on an overall basis)
in the benefits provided under the East Coast employee benefit plans. Regions
also shall cause East Coast and its Subsidiaries to honor all employment,
severance, consulting, and other compensation Contracts disclosed in Section
8.13 of the East Coast Disclosure Memorandum to Regions between any East Coast
Company and any current or former director, officer, or employee thereof, and
all

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<PAGE>   87

provisions for vested benefits or other vested amounts earned or accrued through
the Effective Time under the East Coast Benefit Plans. Regions shall be
responsible for the fees related to the termination of the East Coast Benefit
Plans.

     8.14 Indemnification.  (a) Subject to the conditions set forth in paragraph
(b) below, for a period of six (6) years after the Effective Time, Regions shall
indemnify, defend, and hold harmless each Person entitled to indemnification
from an East Coast 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 Florida Law, in each case as in
effect on the date hereof, including provisions relating to advances of expenses
incurred in the defense of any Litigation; provided, however, that all rights to
indemnification in respect of any claim asserted or made against an Indemnified
Party within such six- (6) year period shall continue until the final
disposition of such claim. Without limiting the foregoing, in any case in which
approval by East Coast is required to effectuate any indemnification, Regions
shall cause East Coast 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) above, 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 East Coast 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 (employing counsel reasonably satisfactory to the
Indemnified Parties), except that if Regions or East Coast elects not to assume
such defense or counsel for the Indemnified Parties advises in writing that
there are Material substantive issues which raise conflicts of interest between
Regions or East Coast and the Indemnified Parties, the Indemnified Parties may
retain counsel satisfactory to them, and Regions or East Coast shall pay all
reasonable fees and expenses of such counsel for the Indemnified Parties
promptly as statements therefor are received; provided, however, that (i)
Regions shall be obligated pursuant to this paragraph (b) to pay for only one
firm of counsel for all Indemnified Parties in any jurisdiction, unless counsel
for any Indemnified Party advises in writing that there are Material substantive
issues which raise conflicts of interest between the Indemnified Parties, (ii)
the Indemnified Parties will cooperate (to the extent reasonably appropriate
under the circumstances) 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 Regions 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.

     (c) If Regions or any of its successors or assigns shall consolidate with
or merge into any other Person and shall not be the continuing or surviving
Person of such consolidation or merger or shall transfer all or substantially
all of its Assets to any Person, then and in each case, proper provision shall
be made so that the successors and assigns of Regions shall assume the
obligations set forth in this Section 8.14.

     (d) The provisions of this Section 8.14 are intended to be for the benefit
of and shall be enforceable by, each Indemnified Party, his or her heirs and
representatives.

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<PAGE>   88

     8.15 Certain Modifications.  Regions and East Coast shall consult with
respect to their loan, litigation, and real estate valuation policies and
practices (including loan classifications and levels of reserves) and East Coast
shall make such modifications or changes to its policies and practices, if any,
prior to the Effective Time, as may be mutually agreed upon. Regions and East
Coast also shall consult with respect to the character, amount, and timing of
restructuring and Merger-related expense charges to be taken by each of the
Parties in connection with the transactions contemplated by this Agreement and
shall take such charges in accordance with GAAP as may be mutually agreed upon
by the Parties. Neither Party's representations, warranties, and covenants
contained in this Agreement shall be deemed to be inaccurate or breached in any
respect or deemed to have a Material Adverse Effect on East Coast as a
consequence of any modifications or charges undertaken solely on account of this
Section 8.15.

     8.16 Private Placement.  (a) To the extent mutually agreed upon by the
Parties and to the extent it is determined that the transaction qualifies for
such treatment, the Parties shall cooperate to effect the exchange of shares of
Regions Common Stock for the shares of East Coast Common Stock in connection
with the Merger as a private placement of shares of Regions Common Stock under
the 1933 Act. In the event the Parties agree to effect the Merger in such a
manner, the Parties covenant and agree that each will take all actions necessary
to ensure that the issuance of the shares of Regions Common Stock in connection
with the Merger qualifies for an exemption from registration under Section 4(2)
of the 1933 Act.

     (b) If the Merger is effected as a private placement as set forth in
paragraph (a) above, Regions agrees that as soon as practicable, but in no event
later than 60 days after the Effective Time, Regions shall prepare and cause to
be filed with the SEC a registration statement on Form S-3 ("S-3 Registration
Statement") to register the shares of Regions Common Stock issued in connection
with the Merger for resale by the former holders of East Coast Common Stock.
Regions shall use its reasonable efforts to cause the Registration Statement to
become effective under the 1933 Act and take any action required to be taken
under the applicable state Blue Sky or securities laws in connection with the
issuance of the shares of Regions Common Stock in the Merger. Regions shall use
its reasonable efforts to maintain the effectiveness of the S-3 Registration
Statement until the earlier of (i) the date on which the shares of Regions
Common Stock issued in the Merger may be sold without restriction under the 1933
Act or (ii) such time as all of the shares of Regions Common Stock issued in the
Merger have been sold by the former holders of East Coast Common Stock in
reliance on the S-3 Registration Statement (subject to such periods of time when
Regions must suspend the use to the prospectus forming a part of the S-3
Registration Statement until such time as an amendment is filed and declared
effective or an appropriate report is filed by Regions with the SEC).

     (c) If the Merger is effected and the shares of Regions Common Stock issued
in the Merger are to become registered with the SEC pursuant to the provisions
of this Section 8.16, any provisions of this Agreement which are in conflict
with this Section 8.16, including the relevant portions of Sections 8.1, 8.12,
and 9.1(e), shall be deemed deleted from the Agreement and shall be of no
further force and effect.

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<PAGE>   89

                                   ARTICLE 9

               CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE

     9.1 Conditions to Obligations of Each Party.  The respective obligations of
each Party to perform this Agreement and to 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 East Coast shall have
     approved this Agreement, and the consummation of the transactions
     contemplated hereby, including the Merger, as and to the extent required by
     Law and by the provisions of any governing instruments.

          (b) Regulatory Approvals.  All Consents of, filings and registrations
     with, and notifications to, all Regulatory Authorities required for
     consummation of the Merger shall have been obtained or made and shall be in
     full force and effect and all waiting periods required by Law shall have
     expired. No Consent obtained from any Regulatory Authority which is
     necessary to consummate the transactions contemplated hereby shall be
     conditioned or restricted in a manner (excluding requirements relating to
     the raising of additional capital or the disposition of Assets or deposits)
     which in the reasonable good faith 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.

          (c) Consents and Approvals.  Each Party shall have obtained any and
     all Consents required for consummation of the Merger (other than those
     referred to in Section 9.1(b) of this Agreement) or for the preventing of
     any Default under any Contract or Permit of such Party which, if not
     obtained or made, is reasonably likely to have, individually or in the
     aggregate, a Material Adverse Effect on such Party. No Consent obtained
     which is necessary to consummate the transactions 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 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) Exchange Listing.  Regions Common Stock shall be quoted on the
     Nasdaq NMS or traded on a national securities exchange.

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<PAGE>   90

          (g) Tax Matters.  Each Party shall have received a written opinion
     from Alston & Bird LLP, in a form reasonably satisfactory to such Party
     (the "Tax Opinion"), dated the date of the Effective Time, substantially to
     the effect that (i) the Merger will constitute a reorganization within the
     meaning of Section 368(a) of the Internal Revenue Code, (ii) no gain or
     loss will be recognized by holders of East Coast Common Stock who exchange
     all of their East Coast Common Stock solely for Regions Common Stock
     pursuant to the Merger (except with respect to any cash received in lieu of
     a fractional share interest in Regions Common Stock), (iii) the tax basis
     of the Regions Common Stock received by holders of East Coast Common Stock
     who exchange all of their East Coast Common Stock solely for Regions Common
     Stock in the Merger will be the same as the tax basis of the East Coast
     Common Stock surrendered in exchange for the Regions Common Stock (reduced
     by an amount allocable to a fractional share interest in Regions Common
     Stock for which cash is received), and (iv) the holding period of the
     Regions Common Stock received by holders who exchange all of their East
     Coast Common Stock solely for Regions Common Stock in the Merger will be
     the same as the holding period of the East Coast Common Stock surrendered
     in exchange therefor, provided that such East Coast Common Stock is held as
     a capital asset at the Effective Time. In rendering such Tax Opinion, such
     counsel shall be entitled to rely upon representations of officers of East
     Coast and Regions reasonably satisfactory in form and substance to such
     counsel.

     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) Representations and Warranties.  For purposes of this Section
     9.2(a), the accuracy of the representations and warranties of East Coast
     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 East Coast 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 East Coast set
     forth in Sections 5.18, 5.19, and 5.20 of this Agreement shall be true and
     correct in all Material respects. There shall not exist inaccuracies in the
     representations and warranties of East Coast set forth in this Agreement
     (including the representations and warranties set forth in Sections 5.3,
     5.18, 5.19, and 5.20) such that the aggregate effect of such inaccuracies
     has, or is reasonably likely to have, a Material Adverse Effect on East
     Coast; provided that, for purposes of this sentence only, those
     representations and warranties which are qualified by references to
     "material, "Material," "Material Adverse Effect," or variations thereof, or
     to the "Knowledge" of East Coast or to a matter being "known" by East Coast
     shall be deemed not to include such qualifications.

          (b) Performance of Agreements and Covenants.  Each and all of the
     agreements and covenants of East Coast 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.

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<PAGE>   91

          (c) Certificates.  East Coast 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 Section 9.2(a) and 9.2(b) of this Agreement have
     been satisfied, and (ii) certified copies of resolutions duly adopted by
     East Coast's 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) Affiliate Agreements.  Regions shall have received from each
     affiliate of East Coast the affiliates agreement referred to in Section
     8.12 of this Agreement.

          (e) Claims Letters.  Each of the directors and executive officers of
     East Coast shall have executed and delivered to Regions, letters in
     substantially the form of Exhibit 3.

          (f) Legal Opinion.  Regions shall have received a written opinion,
     dated as of the Effective Time, of counsel to East Coast, in substantially
     the form of Exhibit 4.

     9.3 Conditions to Obligations of East Coast.  The obligations of East Coast
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 East Coast 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 6.12 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 6.12) such that the aggregate
     effect of such inaccuracies has, or is reasonably likely to have, a
     Material Adverse Effect on Regions; provided that, for purposes of this
     sentence only, those representations and warranties which are qualified by
     references to "material," "Material," "Material Adverse Effect," or
     variations thereof, or to the "Knowledge" of Regions or to a matter being
     "known" by Regions 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 East Coast (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 Section 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 evidencing the taking of all corporate

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<PAGE>   92

     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 East Coast and its counsel shall
     request.

          (d) Legal Opinion.  East Coast shall have received a written opinion,
     dated as of the Effective Time, of counsel to Regions, in substantially the
     form of Exhibit 5.

                                   ARTICLE 10

                                  TERMINATION

     10.1 Termination.  Notwithstanding any other provision of this Agreement,
and notwithstanding the approval of this Agreement by the stockholders of East
Coast, 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 East Coast; 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 East Coast and Section
     9.3(a) of this Agreement 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 East Coast 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 East Coast and Section
     9.3(a) in the case of Regions) 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 East Coast fail to vote their approval of the matters
     submitted for the approval by such stockholders at the Stockholders'
     Meeting where the transactions were presented to such stockholders for
     approval and voted upon; or

          (e) By the Board of Directors of either Party in the event that the
     Merger shall not have been consummated by December 31, 2000, if the failure
     to consummate the transactions contemplated hereby on or before such date
     is not caused by any breach

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<PAGE>   93

     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 East Coast and Section
     9.3(a) of this Agreement 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 cannot be satisfied or fulfilled by the date
     specified in Section 10.1(e) of this Agreement; or

     10.2 Effect of Termination.  In the event of the termination and
abandonment of this Agreement pursuant to Section 10.1 of this Agreement, this
Agreement shall become void and have no effect, except that (i) the provisions
of this Section 10.2 and Article 11 and Section 8.6(b) of this Agreement shall
survive any such termination and abandonment, 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.

     10.3 Non-Survival of Representations and Covenants.  The respective
representations, warranties, obligations, covenants, and agreements of the
Parties shall not survive the Effective Time except this Section 10.3 and
Articles 2, 3, 4, and 11 and Sections 8.12 and 8.14 of this Agreement.

                                   ARTICLE 11

                                 MISCELLANEOUS

     11.1 Definitions.  (a) Except as otherwise provided herein, the capitalized
terms set forth below 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 10% or
     greater equity or voting interest of such Person; or (iii) any other Person
     for which a Person described in clause (ii) acts in any such capacity.

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

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

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<PAGE>   94

     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.

          "Confidentiality Agreement" shall mean that certain Confidentiality
     Agreement, entered into prior to the date of this Agreement, between East
     Coast and Regions.

          "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, where, in any
     such event, such Default is reasonably likely to have, individually or in
     the aggregate, a Material Adverse Effect on a Party.

          "Delaware Certificate of Merger" shall mean the certificate of merger
     to be executed by Regions and filed with the Secretary of State of the
     State of Delaware, relating to the Merger as contemplated by Section 1.1 of
     this Agreement.

          "DGCL" shall mean the Delaware General Corporation Law.

          "East Coast Common Stock" shall mean the $75.80 par value common stock
     of East Coast.

          "East Coast Companies" shall mean, collectively, East Coast and all
     East Coast Subsidiaries.

          "East Coast Disclosure Memorandum" shall mean the written information
     entitled "East Coast Disclosure Memorandum" delivered within five business
     days after the date 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 or subsection of this
     Agreement under which such disclosure is being made. Information disclosed
     with respect to one Section or subsection shall not be deemed to be
     disclosed for any other purpose hereunder. The inclusion of any matter in
     this document shall not be deemed an admission or otherwise to imply that
     any such matter is Material for purposes of this Agreement.

          "East Coast Financial Statements" shall mean (i) the consolidated
     statements of condition (including related notes and schedules, if any) of
     East Coast as of September 30, 1999, and the related statements of income,
     changes in stockholders'

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<PAGE>   95

     equity, and cash flows (including related notes and schedules, if any) for
     the nine months ended September 30, 1999, (ii) the consolidated statements
     of condition (including related notes and schedules, if any) of East Coast
     for each of the three years ended December 31, 1998, 1997, and 1996, filed
     by East Coast in SEC documents and (iii) the consolidated statements of
     condition of East Coast (including related notes and schedules, if any) and
     related statement of income, change 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, 1999.

          "East Coast Stock Plans" shall mean the existing stock option and
     other stock-based compensation plans of East Coast.

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

          "Environmental Laws" shall mean all Laws relating to pollution or
     protection of human health or the environment (including ambient air,
     surface water, ground water, land surface, or subsurface strata) and which
     are administered, interpreted, or enforced by the United States
     Environmental Protection Agency and state and local agencies with
     jurisdiction over, and including common law in respect of, pollution or
     protection of the environment, including the Comprehensive Environmental
     Response Compensation and Liability Act, as amended, 42 U.S.C. 9601 et seq.
     ("CERCLA"), the Resource Conservation and Recovery Act, as amended, 42
     U.S.C. 6901 et seq. ("RCRA"), and other Laws relating to emissions,
     discharges, releases, or threatened releases of any Hazardous Material, or
     otherwise relating to the manufacture, processing, distribution, use,
     treatment, storage, disposal, transport, or handling of any Hazardous
     Material.

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

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

          "FBCA" shall mean the Florida 1989 Business Corporation Act.

          "Florida Articles of Merger" shall mean the Articles of Merger
     executed by Regions and filed with the Secretary of State of the State of
     Florida relating to the Merger as contemplated by Section 1.1 of this
     Agreement.

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

          "Hazardous Material" shall mean (i) any hazardous substance, hazardous
     material, hazardous waste, regulated substance, or toxic substance (as
     those terms are defined by any applicable Environmental Laws) and (ii) any
     chemicals, pollutants, contaminants, petroleum, petroleum products, or oil
     (and specifically shall include

                                      A-40
<PAGE>   96

     asbestos requiring abatement, removal, or encapsulation pursuant to the
     requirements of governmental authorities and any polychlorinated
     biphenyls).

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

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

          "Knowledge" as used with respect to a Person (including references to
     such Person being aware of a particular matter) shall mean the personal
     knowledge of the chairman, president, or chief financial officer 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 those promulgated, interpreted,
     or enforced by any Regulatory Authority.

          "Liability" shall mean any direct or indirect, primary or secondary,
     liability, indebtedness, obligation, penalty, cost, or expense (including
     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 property Taxes not
     yet due and payable, and (ii) for depository institution Subsidiaries of a
     Party, pledges to secure deposits, and other Liens incurred in the ordinary
     course of the banking business.

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

          "Loan Property" shall mean any property owned, leased, or operated by
     the Party in question or by any of its Subsidiaries or in which such Party
     or Subsidiary holds a security or other interest (including an interest in
     a fiduciary capacity), 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.

                                      A-41
<PAGE>   97

          "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 condition,
     results of operations, or business 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, (d) any other matter
     affecting federally insured depository institutions generally, including,
     without limitation, changes in general economic conditions and changes in
     the prevailing interest or deposit rates and (e) the Merger and compliance
     with the provisions of this Agreement (including, without limitation, the
     fees and expenses described in this Article 11) on the operating
     performance of the Parties.

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

          "Nasdaq NMS" shall mean the National Market System of The Nasdaq Stock
     Market.

          "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 or property in which
     the Party in question or any of its Subsidiaries participates in the
     management, as such term is defined in CERCLA (including, but not limited
     to, participating in a fiduciary capacity), and, where required by the
     context, said term means the owner or operator of such facility or
     property, but only with respect to such facility or property.

          "Party" shall mean either East Coast or Regions, and "Parties" shall
     mean both East Coast 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 East Coast to
     solicit the approval of its stockholders of the transactions contemplated
     by this Agreement,

                                      A-42
<PAGE>   98

     which shall include the prospectus of Regions relating to the issuance of
     the Regions Common Stock to holders of East Coast Common Stock.

          "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, 1999 and as of December 31, 1998 and 1997, 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, 1999 and for each of the three years ended December 31,
     1998, 1997, and 1996, 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, 1999.

          "Regions Subsidiaries" shall mean the Subsidiaries of Regions and any
     corporation, bank, savings association, or other organization acquired as a
     Subsidiary of Regions in the future and owned by Regions at the Effective
     Time.

          "Registration Statement" shall mean the Registration Statement on Form
     S-4, or other appropriate form, including any pre-effective or
     post-effective amendments or supplements thereto, filed with the SEC by
     Regions under the 1933 Act with respect to the shares of Regions Common
     Stock to be issued to the stockholders of East Coast 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 the Comptroller of
     the Currency, the Federal Deposit Insurance Corporation, the Office of
     Thrift Supervision, all state regulatory agencies having jurisdiction over
     the Parties and their respective Subsidiaries, the NASD, and the SEC.

          "Representative" shall mean any investment banker, financial advisor,
     attorney, accountant, consultant, or other representative of a Person.

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

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

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

                                      A-43
<PAGE>   99

          "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
     East Coast to be held pursuant to Section 8.1 of this Agreement, including
     any adjournment or adjournments thereof.

          "Subsidiaries" shall mean all those corporations, banks, associations,
     or other entities of which the entity in question owns or controls 50% or
     more of the outstanding equity securities either directly or through an
     unbroken chain of entities as to each of which 50% or more of the
     outstanding equity securities is owned directly or indirectly by its
     parent; provided, there shall not be included any such entity acquired
     through foreclosure or any such entity the equity securities of which are
     owned or controlled in a fiduciary capacity.

          "Superior Proposal" means, with respect to East Coast, any written
     Acquisition Proposal made by a Person other than Regions which is for (i)
     (a) a merger, reorganization, consolidation, share exchange, business
     combination, recapitalization, liquidation, dissolution, or similar
     transaction involving East Coast as a result of which either (1) East
     Coast's stockholders prior to such transaction (by virtue of their
     ownership of East Coast's shares) in the aggregate cease to own at least
     50% of the voting securities of the entity surviving or resulting from such
     transaction (or the ultimate parent entity thereof) or (2) the individuals
     comprising the Board of Directors of East Coast prior to such transaction
     do not constitute a majority of the board of directors of such ultimate
     parent entity, (b) a sale, lease, exchange, transfer, or other disposition
     of at least 50% of the assets of East Coast and its Subsidiaries, taken as
     a whole, in a single transaction or a series of related transactions, or
     (c) the acquisition, directly or indirectly, by a Person of beneficial
     ownership of 25% or more of the common stock of East Coast whether by
     merger, consolidation, share exchange, business combination, tender, or
     exchange offer or otherwise, and (ii) which is otherwise on terms which the
     Board of Directors of East Coast in good faith concludes (after
     consultation with its financial advisors and outside counsel), taking into
     account, among other things, all legal, financial, regulatory, and other
     aspects of the proposal and the Person making the proposal, (a) would, if
     consummated, result in a transaction that is more favorable to its
     stockholders (in their capacities as stockholders), from a financial point
     of view, than the transactions contemplated by this Agreement, and (b) is
     reasonably capable of being completed.

          "Surviving Corporation" shall mean Regions as the surviving
     corporation resulting from the Merger.

          "Tax" or "Taxes" shall mean all federal, state, local, and foreign
     taxes, charges, fees, levies, imposts, duties, or other assessments,
     including income, gross receipts, excise, employment, sales, use, transfer,
     license, payroll, franchise, severance, stamp, occupation, windfall
     profits, environmental, federal highway use, commercial rent, customs
     duties, capital stock, paid-up capital, profits, withholding, Social
     Security, single business and unemployment, disability, real property,
     personal property, registration, ad valorem, value added, alternative or
     add-on minimum, estimated, or other tax or governmental fee of any kind
     whatsoever, imposed or required to be

                                      A-44
<PAGE>   100

     withheld by the United States or any state, local, or foreign government or
     subdivision or agency thereof, including any interest, penalties, or
     additions thereto.

          "Taxable Period" shall mean any period prescribed by any governmental
     authority, including the United States or any state, local, or foreign
     government or subdivision or agency thereof for which a Tax Return is
     required to be filed or Tax is required to be paid.

          "Tax Return" shall mean any report, return, information return, or
     other information required to be supplied to a taxing authority in
     connection with Taxes, including any return of an affiliated or combined or
     unitary group that includes a Party or its Subsidiaries.

     (b) The terms set forth below shall have the meanings ascribed thereto in
the referenced sections:

<TABLE>
<S>                                                    <C>
Closing..............................................  Section 1.2
Continuing Employees.................................  Section 8.13
East Coast Benefit Plans.............................  Section 5.13(a)
East Coast Contracts.................................  Section 5.14
East Coast ERISA Affiliate...........................  Section 5.13(e)
East Coast ERISA Plan................................  Section 5.13(a)
East Coast Pension Plan..............................  Section 5.13(a)
Effective Time.......................................  Section 1.3
Exchange Agent.......................................  Section 4.1
Exchange Ratio.......................................  Section 3.1(b)
Indemnified Party....................................  Section 8.14
Merger...............................................  Section 1.1
Regions SEC Reports..................................  Section 6.5(a)
Takeover Laws........................................  Section 5.19
Tax Opinion..........................................  Section 9.1(g)
</TABLE>

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

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

                                      A-45
<PAGE>   101

transactions contemplated hereby. In the event of a claim by any broker or
finder based upon his, her, or its representing or being retained by or
allegedly representing or being retained by East Coast or Regions, each of East
Coast 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, other than the
Confidentiality Agreement, which shall remain in effect. Nothing in this
Agreement expressed or implied, is intended to confer upon any Person, other
than the Parties or their respective successors, any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, other than as
provided in Sections 8.12 and 8.14 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, whether before or after
stockholder approval of this Agreement has been obtained; provided, that the
provisions of this Agreement relating to the manner or basis in which shares of
East Coast Common Stock will be exchanged for Regions Common Stock shall not be
amended (except in accordance with Section 3.1(b) of this Agreement) after the
Stockholders' Meeting without the requisite approval of the holders of the
issued and outstanding shares of Regions Common Stock and East Coast Common
Stock as the case may be, entitled to vote thereon.

     11.6 Waivers.  (a) Prior to or at the Effective Time, Regions, acting
through its Board of Directors, chief executive officer, chief financial
officer, or other authorized officer, shall have the right to waive any Default
in the performance of any term of this Agreement by East Coast, to waive or
extend the time for the compliance or fulfillment by East Coast 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 except that any unfulfilled conditions shall be deemed to
have been waived at the Effective Time.

     (b) Prior to or at the Effective Time, East Coast, acting through its Board
of Directors, chief executive officer, chief financial 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 its obligations under
this Agreement, and to waive any or all of the conditions precedent to the
obligations of East Coast 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 East Coast
except that any unfulfilled conditions shall be deemed to have been waived at
the Effective Time.

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

                                      A-46
<PAGE>   102

     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 pre-paid, or by
courier or overnight carrier, to the persons at the addresses set forth below
(or at such other address as may be provided hereunder), and shall be deemed to
have been delivered as of the date so delivered:

<TABLE>
<S>                         <C>
East Coast:                 EAST COAST BANK CORPORATION
                            Post Office Box 4318
                            Ormond Beach, Florida 32175-4318
                            Telecopy Number: (352) 567-6813
                            Attention: Leonard H. Johnson
                                       President

Copy to Counsel:            SCHRADER, JOHNSON, AUVIL & BROCK, P.A.
                            Post Office Box 2337
                            Dade City, Florida 33526-2337
                            Telecopy Number: (352) 567-6813
                            Attention: Leonard H. Johnson

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
</TABLE>

     11.9 Governing Law.  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, except to the extent that the Laws of the State of
Florida relate to the consummation of the Merger.

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

     11.11 Captions.  The captions contained in this Agreement are for reference
purposes only and are not part of this Agreement.

                                      A-47
<PAGE>   103

     11.12 Interpretations.  Neither this Agreement nor any uncertainty or
ambiguity herein shall be construed or resolved against any Party, whether under
any rule of construction or otherwise. No Party to this Agreement shall be
considered the draftsman. The Parties acknowledge and agree that this Agreement
has been reviewed, negotiated, and accepted by all Parties and their attorneys
and shall be construed and interpreted according to the ordinary meaning of the
words used so as fairly to accomplish the purposes and intentions of the
Parties.

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

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

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

<TABLE>
<S>                                                    <C>
ATTEST:                                                EAST COAST BANK CORPORATION

By:                                                    By:
                                                       ----------------------------------------------
----------------------------------------------             Leonard H. Johnson
    Thomas A. Brougher                                     President
    Secretary

[CORPORATE SEAL]

ATTEST:                                                REGIONS FINANCIAL CORPORATION

By:                                                    By:
                                                       ----------------------------------------------
----------------------------------------------             Richard D. Horsley
    Samuel E. Upchurch, Jr.                                Vice Chairman
    Corporate Secretary

[CORPORATE SEAL]
</TABLE>

                                      A-48
<PAGE>   104

                                                                      APPENDIX B

                       WEST'S FLORIDA STATUTES ANNOTATED
                      TITLE XXXVI. BUSINESS ORGANIZATIONS
                           CHAPTER 607. CORPORATIONS

607.1301. DISSENTERS' RIGHTS; DEFINITIONS

     The following definitions apply to sec.sec. 607.1302 and 607.1320:

          (1) "Corporation" means the issuer of the shares held by a dissenting
     shareholder before the corporate action or the surviving or acquiring
     corporation by merger or share exchange of that issuer.

          (2) "Fair value," with respect to a dissenter's shares, means the
     value of the shares as of the close of business on the day prior to the
     shareholders' authorization date, excluding any appreciation or
     depreciation in anticipation of the corporate action unless exclusion would
     be inequitable.

          (3) "Shareholders' authorization date" means the date on which the
     shareholders' vote authorizing the proposed action was taken, the date on
     which the corporation received written consents without a meeting from the
     requisite number of shareholders in order to authorize the action, or, in
     the case of a merger pursuant to sec. 607.1104, the day prior to the date
     on which a copy of the plan of merger was mailed to each shareholder of
     record of the subsidiary corporation.

607.1302. RIGHT OF SHAREHOLDERS TO DISSENT

     (1) Any shareholder of a corporation has the right to dissent from, and
obtain payment of the fair value of his or her shares in the event of, any of
the following corporate actions:

          (a) Consummation of a plan of merger to which the corporation is a
     party:

             1. If the shareholder is entitled to vote on the merger, or

             2. If the corporation is a subsidiary that is merged with its
        parent under sec. 607.1104, and the shareholders would have been
        entitled to vote on action taken, except for the applicability of
        sec. 607.1104;

          (b) Consummation of a sale or exchange of all, or substantially all,
     of the property of the corporation, other than in the usual and regular
     course of business, if the shareholder is entitled to vote on the sale or
     exchange pursuant to sec. 607.1202, including a sale in dissolution 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 1 year after the date of sale;

          (c) As provided in sec. 607.0902(11), the approval of a control-share
     acquisition;

          (d) Consummation of a plan of share exchange to which the corporation
     is a party as the corporation the shares of which will be acquired, if the
     shareholder is entitled to vote on the plan;

                                       B-1
<PAGE>   105

          (e) Any amendment of the articles of incorporation if the shareholder
     is entitled to vote on the amendment and if such amendment would adversely
     affect such shareholder by:

             1. Altering or abolishing any preemptive rights attached to any of
        his or her shares;

             2. Altering or abolishing the voting rights pertaining to any of
        his or her shares, except as such rights may be affected by the voting
        rights of new shares then being authorized of any existing or new class
        or series of shares;

             3. Effecting an exchange, cancellation, or reclassification of any
        of his or her shares, when such exchange, cancellation, or
        reclassification would alter or abolish the shareholder's voting rights
        or alter his or her percentage of equity in the corporation, or
        effecting a reduction or cancellation of accrued dividends or other
        arrearages in respect to such shares;

             4. Reducing the stated redemption price of any of the shareholder's
        redeemable shares, altering or abolishing any provision relating to any
        sinking fund for the redemption or purchase of any of his or her shares,
        or making any of his or her shares subject to redemption when they are
        not otherwise redeemable;

             5. Making noncumulative, in whole or in part, dividends of any of
        the shareholder's preferred shares which had theretofore been
        cumulative;

             6. Reducing the stated dividend preference of any of the
        shareholder's preferred shares; or

             7. Reducing any stated preferential amount payable on any of the
        shareholder's preferred shares upon voluntary or involuntary
        liquidation; or

          (f) Any corporate action taken, to the extent the articles of
     incorporation provide that a voting or nonvoting shareholder is entitled to
     dissent and obtain payment for his or her shares.

     (2) A shareholder dissenting from any amendment specified in paragraph
(1)(e) has the right to dissent only as to those of his or her shares which are
adversely affected by the amendment.

     (3) A shareholder may dissent as to less than all the shares registered in
his or her name. In that event, the shareholder's rights shall be determined as
if the shares as to which he or she has dissented and his or her other shares
were registered in the names of different shareholders.

     (4) Unless the articles of incorporation otherwise provide, this section
does not apply with respect to a plan of merger or share exchange or a proposed
sale or exchange of property, to the holders of shares of any class or series
which, on the record date fixed to determine the shareholders entitled to vote
at the meeting of shareholders at which such action is to be acted upon or to
consent to any such action without a meeting, were either registered on a
national securities exchange or designated as a national market system security
on an interdealer quotation system by the National Association of Securities
Dealers, Inc., or held of record by not fewer than 2,000 shareholders.

                                       B-2
<PAGE>   106

     (5) A shareholder entitled to dissent and obtain payment for his or her
shares under this section may not challenge the corporate action creating his or
her entitlement unless the action is unlawful or fraudulent with respect to the
shareholder or the corporation.

607.1320. PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS

     (1)(a) If a proposed corporate action creating dissenters' rights under
sec. 607.1302 is submitted to a vote at a shareholders' meeting, the meeting
notice shall state that shareholders are or may be entitled to assert
dissenters' rights and be accompanied by a copy of sec.sec. 607.1301, 607.1302,
and 607.1320. A shareholder who wishes to assert dissenters' rights shall:

          1. Deliver to the corporation before the vote is taken written notice
     of the shareholder's intent to demand payment for his or her shares if the
     proposed action is effectuated, and

          2. Not vote his or her shares in favor of the proposed action. A proxy
     or vote against the proposed action does not constitute such a notice of
     intent to demand payment.

          (b) If proposed corporate action creating dissenters' rights under
     sec. 607.1302 is effectuated by written consent without a meeting, the
     corporation shall deliver a copy of sec.sec. 607.1301, 607.1302, and
     607.1320 to each shareholder simultaneously with any request for the
     shareholder's written consent or, if such a request is not made, within 10
     days after the date the corporation received written consents without a
     meeting from the requisite number of shareholders necessary to authorize
     the action.

     (2) Within 10 days after the shareholders' authorization date, the
corporation shall give written notice of such authorization or consent or
adoption of the plan of merger, as the case may be, to each shareholder who
filed a notice of intent to demand payment for his or her shares pursuant to
paragraph (1)(a) or, in the case of action authorized by written consent, to
each shareholder, excepting any who voted for, or consented in writing to, the
proposed action.

     (3) Within 20 days after the giving of notice to him or her, any
shareholder who elects to dissent shall file with the corporation a notice of
such election, stating the shareholder's name and address, the number, classes,
and series of shares as to which he or she dissents, and a demand for payment of
the fair value of his or her shares. Any shareholder failing to file such
election to dissent within the period set forth shall be bound by the terms of
the proposed corporate action. Any shareholder filing an election to dissent
shall deposit his or her certificates for certificated shares with the
corporation simultaneously with the filing of the election to dissent. The
corporation may restrict the transfer of uncertificated shares from the date the
shareholder's election to dissent is filed with the corporation.

     (4) Upon filing a notice of election to dissent, the shareholder shall
thereafter be entitled only to payment as provided in this section and shall not
be entitled to vote or to exercise any other rights of a shareholder. A notice
of election may be withdrawn in writing by the shareholder at any time before an
offer is made by the corporation, as provided in subsection (5), to pay for his
or her shares. After such offer, no such notice of election may be withdrawn
unless the corporation consents thereto. However, the right of such shareholder
to be paid the fair value of his or her shares shall cease, and the shareholder
shall be reinstated to have all his or her rights as a shareholder as of the
filing

                                       B-3
<PAGE>   107

of his or her notice of election, including any intervening preemptive rights
and the right to payment of any intervening dividend or other distribution or,
if any such rights have expired or any such dividend or distribution other than
in cash has been completed, in lieu thereof, at the election of the corporation,
the fair value thereof in cash as determined by the board as of the time of such
expiration or completion, but without prejudice otherwise to any corporate
proceedings that may have been taken in the interim, if:

          (a) Such demand is withdrawn as provided in this section;

          (b) The proposed corporate action is abandoned or rescinded or the
     shareholders revoke the authority to effect such action;

          (c) No demand or petition for the determination of fair value by a
     court has been made or filed within the time provided in this section; or

          (d) A court of competent jurisdiction determines that such shareholder
     is not entitled to the relief provided by this section.

     (5) Within 10 days after the expiration of the period in which shareholders
may file their notices of election to dissent, or within 10 days after such
corporate action is effected, whichever is later (but in no case later than 90
days from the shareholders' authorization date), the corporation shall make a
written offer to each dissenting shareholder who has made demand as provided in
this section to pay an amount the corporation estimates to be the fair value for
such shares. If the corporate action has not been consummated before the
expiration of the 90-day period after the shareholders' authorization date, the
offer may be made conditional upon the consummation of such action. Such notice
and offer shall be accompanied by:

          (a) A balance sheet of the corporation, the shares of which the
     dissenting shareholder holds, as of the latest available date and not more
     than 12 months prior to the making of such offer; and

          (b) A profit and loss statement of such corporation for the 12-month
     period ended on the date of such balance sheet or, if the corporation was
     not in existence throughout such 12-month period, for the portion thereof
     during which it was in existence.

     (6) If within 30 days after the making of such offer any shareholder
accepts the same, payment for his or her shares shall be made within 90 days
after the making of such offer or the consummation of the proposed action,
whichever is later. Upon payment of the agreed value, the dissenting shareholder
shall cease to have any interest in such shares.

     (7) If the corporation fails to make such offer within the period specified
therefor in subsection (5) or if it makes the offer and any dissenting
shareholder or shareholders fail to accept the same within the period of 30 days
thereafter, then the corporation, within 30 days after receipt of written demand
from any dissenting shareholder given within 60 days after the date on which
such corporate action was effected, shall, or at its election at any time within
such period of 60 days may, file an action in any court of competent
jurisdiction in the county in this state where the registered office of the
corporation is located requesting that the fair value of such shares be
determined. The court shall also determine whether each dissenting shareholder,
as to whom the corporation requests the court to make such determination, is
entitled to receive payment for his or her shares. If the corporation fails to
institute the proceeding as herein provided, any dissenting shareholder may do
so in the name of the corporation. All dissenting shareholders

                                       B-4
<PAGE>   108

(whether or not residents of this state), other than shareholders who have
agreed with the corporation as to the value of their shares, shall be made
parties to the proceeding as an action against their shares. The corporation
shall serve a copy of the initial pleading in such 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 and publication or
in such other manner as is permitted by law. The jurisdiction of the court is
plenary and exclusive. All shareholders who are proper parties to the proceeding
are entitled to judgment against the corporation for the amount of the fair
value of their shares. The court may, if it so elects, appoint one or more
persons as appraisers to receive evidence and recommend a decision on the
question of fair value. The appraisers shall have such power and authority as is
specified in the order of their appointment or an amendment thereof. The
corporation shall pay each dissenting shareholder the amount found to be due him
or her within 10 days after final determination of the proceedings. Upon payment
of the judgment, the dissenting shareholder shall cease to have any interest in
such shares.

     (8) The judgment may, at the discretion of the court, include a fair rate
of interest, to be determined by the court.

     (9) The costs and expenses of any such proceeding shall be determined by
the court and shall be assessed against the corporation, but all or any part of
such costs and expenses may be apportioned and assessed as the court deems
equitable against any or all of the dissenting shareholders who are parties to
the proceeding, to whom the corporation has made an offer to pay for the shares,
if the court finds that the action of such shareholders in failing to accept
such offer was arbitrary, vexatious, or not in good faith. Such expenses shall
include reasonable compensation for, and reasonable expenses of, the appraisers,
but shall exclude the fees and expenses of counsel for, and experts employed by,
any party. If the fair value of the shares, as determined, materially exceeds
the amount which the corporation offered to pay therefor or if no offer was
made, the court in its discretion may award to any shareholder who is a party to
the proceeding such sum as the court determines to be reasonable compensation to
any attorney or expert employed by the shareholder in the proceeding.

     (10) Shares acquired by a corporation pursuant to payment of the agreed
value thereof or pursuant to payment of the judgment entered therefor, as
provided in this section, may be held and disposed of by such corporation as
authorized but unissued shares of the corporation, except that, in the case of a
merger, they may be held and disposed of as the plan of merger otherwise
provides. The shares of the surviving corporation into which the shares of such
dissenting shareholders would have been converted had they assented to the
merger shall have the status of authorized but unissued shares of the surviving
corporation.

                                       B-5
<PAGE>   109

                                     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>   110

         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>   111

                  "(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>   112

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>
  2.1   --     Agreement and Plan of Merger, dated as of April 21, 2000, by and between East Coast Bank
               Corporation 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. 333-86975.
  4.2   --     By-laws of Regions Financial Corporation -- incorporated by reference from S-4 Registration
               Statement of Regions Financial Corporation, file no. 333-86975.
  5.    --     Form of opinion re: legality.
  8.    --     Form of opinion re: tax matters.
 23.1   --     Consent of Ernst & Young LLP.
 23.2.  --     Consent of Lange, Simpson, Robinson & Somerville LLP - to be included in Exhibit 5.
 23.3   --     Consent of Alston & Bird LLP-to be included in Exhibit 8.
 24.1   --     Power of Attorney
 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>   113

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>   114

                                   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 26th day of July, 2000.



                                        REGISTRANT:

                                        REGIONS FINANCIAL CORPORATION


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


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



      SIGNATURE                       TITLE                            DATE
      ---------                       -----                            ----
            *
---------------------------    President and Chief Executive       July 26, 2000
Carl E. Jones, Jr.              Officer and Director
                             (principal executive officer)

/s/ Richard D. Horsley
---------------------------    Vice Chairman of the Board and      July 26, 2000
Richard D. Horsley            Executive Financial Officer
                                     and Director
                             (principal financial officer)
/s/ D. Bryan Jordan
---------------------------    Executive Vice President and        July 26, 2000
D. Bryan Jordan                        Comptroller
                             (principal accounting officer)


<PAGE>   115

            *
-----------------------------         Director                     July 26, 2000
Sheila S. Blair

            *
-----------------------------         Director                     July 26, 2000
James B. Boone, Jr.

            *
-----------------------------         Director                     July 26, 2000
James S.M. French

            *
-----------------------------         Director                     July 26, 2000
Olin B. King


            *
-----------------------------  Chairman of the Board               July 26, 2000
J. Stanley Mackin                 and Director

            *
-----------------------------         Director                     July 26, 2000
Michael W. Murphy

            *
-----------------------------         Director                     July 26, 2000
Henry E. Simpson

            *
-----------------------------         Director                     July 26, 2000
Lee J. Styslinger, Jr.

            *
-----------------------------         Director                     July 26, 2000
W. Woodrow Stewart

            *
-----------------------------         Director                     July 26, 2000
John H. Watson

            *
-----------------------------         Director                     July 26, 2000
C. Kemmons Wilson, Jr.


* By /s/ Richard D. Horsley as attorney-in-fact                    July 26, 2000
     pursuant to a power of attorney.


<PAGE>   116

                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                                                                            SEQUENTIALLY
EXHIBIT                                                                                                       NUMBERED
NUMBER                           DESCRIPTION                                                                    PAGE
-------                          -----------                                                                ------------

<S>            <C>

  2.1   --     Agreement and Plan of Merger, dated as of April 21, 2000, by and between East Coast Bank
               Corporation 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. 333-86975.
  4.2   --     By-laws of Regions Financial Corporation -- incorporated by reference from S-4 Registration
               Statement of Regions Financial Corporation, file no. 333-86975.
  5.    --     Form of opinion re: legality.
  8.    --     Form of opinion re: tax matters.
 23.1   --     Consent of Ernst & Young LLP.
 23.2.  --     Consent of Lange, Simpson, Robinson & Somerville LLP - to be included in Exhibit 5.
 23.3   --     Consent of Alston & Bird LLP-to be included in Exhibit 8.
 24.1   --     Power of Attorney
 99.    --     Form of proxy.
</TABLE>




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