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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 ________ _______, ________
_______, and _______ _______, and each or any one of them, with full power of
substitution, as Proxies to represent and to vote as designated below, all the
shares of common stock of Heritage Bancorp, Inc. (the "Company") held of record
by the undersigned on June 1, 2000, at the Special Meeting of Stockholders (the
"Special Meeting") to be held on _______, 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.
