Annual Stockholders’ Meeting May 16, 2000 Gainesville, Georgia

Annual Stockholders’ MeetingMay 16, 2000

Gainesville, Georgia

($ I

n B

illi

ons)

0

4

8

12

16

20

24

28

32

36

40

44

1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

Total Assets

Through Strong, Consistent Through Strong, Consistent Growth, Growth,

Regions’ Assets Exceed $42 Regions’ Assets Exceed $42 BillionBillion

CGR

23%

0

5

10

15

20

25

30

1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

($ I

n B

i ll i

o ns)

Total Loans

Strong Loan Growth Strong Loan Growth Fuels Asset GrowthFuels Asset Growth CGR

23%

0.0

0.5

1.0

1.5

2.0

2.5

3.0

3.5

Total Equity

($ I

n B

illi

ons)

Regions’ Strength and StabilityRegions’ Strength and Stability______

Equity of $3.1 Billion or 7.18% of Equity of $3.1 Billion or 7.18% of AssetsAssets

CGR

20%

1989 1990 1991 1992 1993 1994 1995 1996 1997 19991998

$172.8

$248.7$299.7

$502.4$525.4

1995 1996 1997 1998 1999

$1.88 $2.00$2.20 $2.28

$2.37

Operating IncomeEPS

($ In Millions,Except Per Share Data)

28 Consecutive Years of Record 28 Consecutive Years of Record Earnings---Earnings---

A Remarkable Record of A Remarkable Record of AchievementAchievement

0.00

0.10

0.20

0.30

0.40

0.50

0.60

0.70

0.80

0.90

1.00

1.10

( In

Dolla

rs)

'71 '72 '73 '74 '75 '76 '77 '78 '79 '80 '81 '82 '83 '84 '85 '86 '87 '88 '89 '90 '91 '92 '93 '94 '95 '96 '97 '98 '99 '00*

Years

Dividend Growth - 29 Consecutive Years Of Increased Dividends

* Indicated

Outstanding Return To Outstanding Return To ShareholdersShareholders

Strong Internal Loan Strong Internal Loan GrowthGrowth

19% 19%18%

17%

2Q99 3Q99 4Q99 1Q00

*Linked-quarter annualized based on average balances

Vibrant Markets Producing Vibrant Markets Producing Strong Loan GrowthStrong Loan Growth

Increase in Loans

Market Area Year-Over-Year

North Georgia and Greater Atlanta Area 20%

North Alabama and Tennessee 19%

Orlando/Tampa, Florida 15%

Greenville/Spartanburg, South Carolina 22%

First Quarter Per Share First Quarter Per Share EarningsEarnings Three Months Ended

March 31 % 2000 1999 Change

Per share:

Net income $.66 $.58 14%

Net income-diluted $.66 $.57 16%

Operating income $.58 $.58 0%

Operating income-diluted $.58 $.57 2%

Cash basis operating income $.61 $.60 2%

Cash basis operating income-diluted $.60 $.59 2%

Tennessee5%

Florida7%

Louisiana9%

South Carolina4%

Texas3%

Arkansas16%

Alabama32%

Georgia24%

Assets by state

Diversified Throughout Diversified Throughout Vibrant SouthVibrant South

1999 Acquisition Activity1999 Acquisition Activity Assets

Name Location ($ in millions)

Meigs County Bancshares, Inc. Decatur, TN $114

VB&T Bancshares Corp. Valdosta, GA 76

Bullsboro BancShares, Inc. Newnan, GA 101

Arkansas Banking Company Jonesboro, AR 355

Minden Bancshares, Inc. Minden, LA 319

$965

Growth Continues Through Growth Continues Through AcquisitionsAcquisitions Completed 2000 Transactions

LCB Corporation in Fayetteville, TN with $173 million in assets

Fort Smith, AR Branches -$200 million in deposits Three Transactions Pending

Security First National Bank in Alexandria, LA with $257 million in assets

Heritage Bank in Round Rock, TX with $103 million in assets

East Coast Bank Corporation in Ormond Beach, FL with $108 million in assets

Attractive Growing Attractive Growing FranchiseFranchise

Regions locations

Pending acquisitions

Company ProfileCompany ProfileAsset size: $41.4 billion at March 31, 2000

Operates banking offices in: Alabama, Georgia, Arkansas, Louisiana, Florida, South Carolina, Tennessee, and Texas

# of banking offices: 740# of ATM’s: 738

# of households: 2.0 million

Provides financial services in: Banking, mortgage origination and servicing, securities brokerage, insurance, leasing, and specialty financing

50

60

70

80

90

100

110

120

130

7/17/98 12/28/98 6/11/99 11/22/99 5/5/00

80

100

120

140

160

180

200

1/2/97 5/22/97 10/9/97 2/26/98 7/17/98

Relative stock price performance Relative stock price performance

S&P Bank Index

S&P 500

S&P Bank Index

S&P 500

13.8% outperform

ance

53.5% underperform

ance

After A Strong 1997 And Early After A Strong 1997 And Early 1998, 1998,

Bank Stocks Have Significantly Bank Stocks Have Significantly Underperformed The Broader Underperformed The Broader

MarketMarket

JPMorganSource: Tradeline

-$5

$0

$5

$10

$15

$20

$25

$30

$35

3Q98 4Q98 1Q99 2Q99 3Q99 4Q99 1Q00

Technology Financial Services Telecommunications

Equity Market Funds Flow - Equity Market Funds Flow - Out Of Financials, Into Out Of Financials, Into

TechnologyTechnologyQuarterly Net Funds Flow By Sector

($ In Billions)

SalomonSmithBarney

0

50

100

150

200

250

300

350

400

Dec 97 Apr 98 Aug 98 Dec 98 Apr 99 Aug 99 Dec 99

S&P 500 Index S&P Technology Index S&P Financial Index

Funds Flow Reflected In Price Funds Flow Reflected In Price Performance - Technology Performance - Technology Significantly Outperformed Significantly Outperformed

Other SectorsOther Sectors

-35%

-30%

-25%

-20%

-15%

-10%

-5%

0%

5%

10%

15%

Aug '80-Dec '80

Aug '83-Jun '84

Apr '87-Oct '87

May '88-Feb '89

Mar '94-Feb '95

Jul '99-Mar '00

S&P 500 Regional Banks

Bank Stocks Have UnderperformedBank Stocks Have UnderperformedMarket In Periods Market In Periods

During Fed TighteningDuring Fed Tightening

JPMorgan

Bank Stocks Have Outperformed Bank Stocks Have Outperformed Market 4 Out Of 5 Times In Periods Market 4 Out Of 5 Times In Periods Following Fed Tightening PeriodsFollowing Fed Tightening Periods

JPMorgan

80

85

90

95

100

105

110

115

120

125

130

Dec

-80

Jan-

81

Feb-

81

Mar

-81

Apr-

81

May

-81

Jun-

81

Jun-

81

Jul-8

1

Aug-

81

Sep-

81

Oct

-81

Nov

-81

Dec

-81

Regional Banks

S&P 500

Dec '80 - Dec '81

90

95

100

105

110

115

120

125

130

135

140

Jun-84 Sep-84 Dec-84 Mar-85 Jun-85

Jun '84 - Jun '85

Regional Banks

S&P 500


JPMorgan

70

75

80

85

90

95

100

105

110

O ct-87 Jan-88 Apr-88 Jul-88 O ct-88

S&P 500

Regional Banks

Oct '87 - Oct '88

90

100

110

120

130

Feb-89 May-89 Aug-89 Nov-89 Feb-90

Regional Banks

S&P 500Feb '89 - Feb '90


JPMorgan

90

100

110

120

130

140

150

Feb-95 May-95 Aug-95 Nov-95 Jan-96

Regional Banks

S&P 500

Feb '95 - Jan '96

60

70

80

90

100

110

120

1/1/00 1/21/00 2/10/00 3/1/00 3/21/00 4/10/00 4/30/00

RGBK SSB Mid-Cap Index Southeast Bank Peers

Regions Stock Has Regions Stock Has Performed In Line With Performed In Line With

Peers In 2000Peers In 2000

SalomonSmithBarney

January 1, 2000 to May 2, 2000

(As Percent)

Vision 2004 Vision 2004 InitiativesInitiatives

““what we are what we are doingdoing” ”

Interest Margin Interest Margin InitiativesInitiatives

Improve Commercial Loan Pricing

Reduce Fixed Rate Lending

Reduce Exposure to Lower Margin

Lending

Expand Home Equity Lending

Interest Margin Interest Margin InitiativesInitiativesDeposit Strategies

Aggressive Marketing of Retail Deposit Products

Through Branches Specials

New products

Targeting certain markets

Emphasis on Public Fund Deposits

Heavier Weighting in Incentive Programs

More Accountability and Reporting

Good Core Deposit Growth in 1st Qtr

Interest Margin Interest Margin InitiativesInitiatives

Wholesale Funding Strategies

Reduced Interest Rate Risk by

Paying Down Wholesale Funding

Extending Maturities

Emphasis On Emphasis On Improving Improving

Fee RevenuesFee Revenues41 Projects for 2000 Product Initiatives

Management Initiatives

Revenue of $53.4 Million in 1999

Trust Sales Up 55.5% in 1999

Improved Profit Margin 44% in 1999 vs. 35% five years ago

1st Quarter 2000 Revenue 10% higher than 1st Quarter

1999

Regions’ Growing Trust Regions’ Growing Trust DivisionDivision

High Expectations For High Expectations For Continued Growth AtContinued Growth AtRegions Investment Regions Investment

CompanyCompany Revenues of $39.2 Million in 1999 An increase of 34% over 1998

30 New Representatives in 1999

1st Quarter 2000 Revenues An increase of 22% over 1999

$1.55 $3.46$14.38

$49.00

$141.28

$43.53

1995 1996 1997 1998 1999 YTD 2000

$ In Millions

Regions’ Funds Sales Regions’ Funds Sales Showing Dramatic Showing Dramatic

ImprovementImprovement

Adding New Insurance Adding New Insurance ServicesServices

Retail Segment Whole/Universal/Variable LifeLong Term CareAnnuities

Business Segment Property and CasualtyWorkers Compensation

Better Mining Our Better Mining Our Customer BaseCustomer Base

Process of Predicting Product Need Without Compromising the Customer’s Privacy

Predict product needImprove loan and mortgage risk analysisImprove customer service and

satisfactionIdentify cross-sell opportunities

New Credit Card Alliance New Credit Card Alliance Improves PerformanceImproves Performance

Captured Significant Premium and Reinvested in Faster Growing Lines of Business

Alliance Provides Opportunity for Improved Performance Going Forward

Ability to continue to provide credit card products to customers

Favorable fee sharingarrangements

Reduced loan losses Reduced overhead Overall, enhancement to future profitability

Continued Focus On Continued Focus On Expense ManagementExpense Management

29 Projects

Leveraging Vendors Equipment maintenance contracts Consolidation of service providers

Paper Reduction Initiatives Back-office Efficiencies

Deposit operations Loan operations

Authorization for 12 Million Share Buyback Program

Economics of Buyback Program Even More Attractive Now

Buybacks and Acquisitions Provide Best Long-Term Opportunity to Leverage Capital

Result is Enhancement of EPS & ROE

Capital Management Capital Management Strategy Enhances Strategy Enhances

PerformancePerformance

E-Commerce E-Commerce InitiativesInitiatives

E-CommerceE-Commerce UpdateUpdateE-CommerceE-Commerce UpdateUpdate

OverviewOverview

RegionsNet

RMI and Keystroke

Initiatives

Organization

0

10,000

20,000

30,000

40,000

50,000

60,000

Quicken Quicken Lite/BankNOW

QuickBooks Money

RegionsNet w/Billpay RegionsNet Online Only

Sm. Bus. RegionsNet w/Billpay Sm. Bus. RegionsNet Online Only

Breakout Of RegionsNet Active Breakout Of RegionsNet Active AccountsAccounts

450 % 450 % IncreaseIncrease

Current InitiativesCurrent Initiatives

Mortgage Pre-qualification

Financial Calculators

Mortgage Origination

Regions Mortgage and Keystroke

Current InitiativesCurrent Initiatives

Corporate Banking & Balance Reporting Detail Transaction Reporting Origination

Automated Clearing House (ACH)Stop PaymentWire Transfer

Future InitiativesFuture Initiatives

M&I Retirement Express Internet System

Net Commerce Group New account functions, DDA, CDs

Universal Pensions Incorporated IRAs

Future InitiativesFuture Initiatives

Security First 5.1 and Brokerage

Internet Lending

Call Center Internet Suite

E-Procurement / Business Marketplace

E-Commerce Board E-Commerce Board Organizational ChartOrganizational Chart

R egion s In vestm en tC om p an y, In c.

T ru st

R eta il R egion sM ortgage, In c.

O p eration s F in an cia lM an agem en t

R egion al B an ks E -C om m erce

In f orm ationS ystem s

C h airm an

Internet PresenceInternet Presence

Average 9,000 customer sessions per day - weekday

Average 6,000 customer sessions per day - weekend

Most Active Day – Tuesday

Most Active Time – 10:00 A.M. – 10:50 A.M.

Least Active Day – Sunday

6,680,350 - Number of Successful Hits for Entire Site

Web Facts – April 2000


Search Engine Referrals Yahoo 70% Alta Vista 13% Lycos 12% WebCrawler 3% Excite 2%



Most Popular Customer Browser Microsoft Explorer 75% Netscape Navigator 21% Other 4%



Most Popular Customer Platform Windows 98 51% Windows 95 26% Windows NT 11% Macintosh 1%


Regions -- Positioned For Regions -- Positioned For Enhanced PerformanceEnhanced Performance

Growing Franchise Operates in Vibrant Southeastern Economy Sales Culture in Place Efficiency Engrained in Culture Strong Asset Quality Experienced Management Team History of Strong, Consistent Performance

28 consecutive years of increased earnings and dividends

Forward-Looking Forward-Looking InformationInformationThis presentation includes written and oral forward-looking statements which reflect Regions’ current views with respect

to future events and financial performance. Such forward-looking statements are subject to certain uncertainties and other factors that may cause actual results to differ materially from the views, beliefs, and projections expressed in such statements. These uncertainties and other factors include, but are not limited to, uncertainties relating to business and economic conditions, the financial services industry, and Regions. The words “believe”, “expect”, “anticipate”, “project”, and similar expressions signify forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements made by or on behalf of Regions. Any such statement speaks only as of the date the statement was made. Regions undertakes no obligation to update or revise any forward-looking statements.More specifically, this presentation includes certain forward-looking statements regarding Regions and recently completed acquisitions, including statements relating to cost savings, enhanced revenues, and accretion to reported earnings that may be realized from the recently completed acquisitions. Such forward-looking statements involve certain risks and uncertainties, including a variety of factors that may cause Regions’ actual results to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. Factors that might cause such a difference include, but are not limited to: (I) expected cost savings from the recently completed acquisitions may not be fully realized or realized within the expected time frame; (II) revenues following the recently completed acquisitions may be lower than expected, or deposit attrition, operating costs or customer loss and business disruption following the acquisitions may be greater than expected; (III) competitive pressures among depository and other financial institutions may increase significantly; (IV) costs or difficulties related to the integration of the business of Regions and the recently completed acquisitions may be greater than expected; (V) changes in the interest rate environment may reduce margins; (VI) general economic or business conditions, either nationally or in the states or regions in which Regions does business, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit; (VII) legislative or regulatory changes may adversely affect the businesses in which Regions is engaged; (VIII) changes may occur in the securities markets, and (IX) disruptions may occur in the operations of Regions or any governmental or private entity as a result of the “year 2000 problem”. Additional information with respect to factors that may cause results to differ materially from those

contemplated by such forward-looking statements is included in Regions’ current and subsequent filings with the SEC.

Documents

Annual Stockholders’ Meeting May 16, 2000 Gainesville, Georgia