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EXHIBIT 99
HERITAGE BANCORP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder hereby appoints Robert D. Wunsch and James L.
Shield, and each or either one of them, with full power of substitution, as
Proxies to represent and to vote as designated below, all the shares of common
stock of Heritage Bancorp, Inc. (the "Company") held of record by the
undersigned on June 30, 2000, at the Special Meeting of Stockholders (the
"Special Meeting") to be held on August 4, 2000, or any adjournments thereof.
1. Proposal to approve the Agreement and Plan of Merger, dated as of April
4, 2000 (the "Agreement"), by and between the Company and Regions Financial
Corporation ("Regions") pursuant to which the Company will merge with and into
Regions and each share of the Company's common stock (except for certain shares
held by the Company, Regions, or their respective subsidiaries) will be
converted into 1.5 shares of Regions common stock, subject to possible
adjustment, and under such other terms and conditions as are set forth in the
Agreement:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder, and in the discretion of the persons
named as Proxies on all other matters which may properly come before the Special
Meeting or any adjournment thereof. If no direction is made, this proxy will be
voted in favor of Proposal 1.
This Proxy revokes all prior proxies with respect to the Special Meeting and
may be revoked prior to its exercise.
Please date and sign exactly as name appears on your stock certificate. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Dated: -----------------, 2000
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(Print Name of Stockholder)
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(Signature of Stockholder)
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(Print Name of Stockholder)
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(Signature of Stockholder)
PLEASE MARK, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
